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Date: June 12, 2023

The Manager, The General Manager,


Department of Corporate Services Department of Corporate Services
BSE Limited The National Stock Exchange of India
Floor 25, P.J. Towers, Limited
Dalal Street, Mumbai – 400 001 Exchange Plaza,
BSE Scrip code – [532541] Plot No. C/1, G Block, Bandra Kurla
Equity ISIN INE591G01017 Complex, Bandra, Mumbai – 400 051
Non-Convertible Bond ISIN INE591G08012 NSE Symbol – [COFORGE]

Dear Sir/Madam,

Subject: Intimation regarding 31st Annual General Meeting of Coforge Limited, e-voting and
Annual Report

This is in continuation to letter dated June 06, 2023, wherein the Company intimated about the ensuing
31st Annual General Meeting (AGM) of the Members of the Company on Thursday, July 06, 2023 at
09:00 A.M. through Video Conferencing /Other Audio Visual Means (VC/OVAM) in compliance
with the Ministry of Corporate Affairs vide. General Circular Nos. 20/2020 and 10/2022 dated
5th May 2020 and 28th December 2022, respectively, and other circulars issued in this respect
(“MCA Circulars”) and also vide Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th
January 2023 (“SEBI Circular”), in this regard, companies are allowed to hold AGM through video
conferencing (VC) or other audio-visual means (OAVM), without the physical presence of members at
a common venue. In compliance with the said Circulars, the 31st AGM shall be conducted through VC
/ OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.

Pursuant to provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies
(Management and Administration) Rules, 2014, as amended by the Companies (Management and
Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility to
exercise their right to vote at the ensuing AGM by electronic means and the business may be transacted
through e-Voting Services. The facility of casting the votes by the members using an electronic voting
system from a place other than venue of the AGM (“remote e-voting”) will be provided by National
Securities Depository Limited (NSDL). The facility for voting through remote e-voting shall also be
made available at the AGM.

The Notice is also available on the website of the Company (www.coforge.com) and National Securities
Depository Limited (NSDL), www.evoting.nsdl.com. inter alia indicating the process and manner of e-
Voting process.

The e-voting period will be from Sunday, July 02, 2023 at 09:00 A.M. (IST) and ends on
Wednesday, July 05, 2023 at 05:00 P.M. (IST). During this period shareholders of the Company may
cast their vote electronically. The e-voting module shall also be disabled for voting thereafter. Once the
vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it
subsequently.

The voting rights of members shall be in proportion to their shares of the paid up equity share capital
of the Company as on the cut-off date of Thursday, June 29, 2023. Any person, who acquires shares
of the Company and become member of the Company after dispatch of the notice and holding shares

Coforge Limited Registered office:


www.coforge.com
Special Economic Zone, Plot No. TZ-2& 2A 8, Balajl Estate, Third Floor, Guru Ravi Das Marg
Sector - Tech Zone, Greater Noida (UP) - 201308, India Kalkaji, New Delhi -110019, India CIN: L72100DL1992PLC048753
T: +91 120 4592300 | F: +91 120 4592 301 T: +91 11 41029 297| F: +91 11 2641 4900
as on the cut-off date may obtain the login ID and password by sending a request at evoting@nsdl.co.in
or investors@Coforge.com or rta@alankit.com

Further, in compliance with Regulation 34 of the SEBI (LODR) Regulations, 2015, please find attached
the copy of Annual Report of the Company for the financial year 2022-23 for your information and
records.

Kindly acknowledge receipt.

Thanking you,

Yours truly,

For Coforge Limited


BARKHA Digitally signed by
BARKHA SHARMA

SHARMA 20:01:39 +05'30'


Date: 2023.06.12

Barkha Sharma
Company Secretary
Membership No.: ACS 24060

Encl as above:

Coforge Limited Registered office:


www.coforge.com
Special Economic Zone, Plot No. TZ-2& 2A 8, Balajl Estate, Third Floor, Guru Ravi Das Marg
Sector - Tech Zone, Greater Noida (UP) - 201308, India Kalkaji, New Delhi -110019, India CIN: L72100DL1992PLC048753
T: +91 120 4592300 | F: +91 120 4592 301 T: +91 11 41029 297| F: +91 11 2641 4900
Coforge DPA NA Inc.
5 Villa Farms CIR MONROE, NJ 08831

Coforge SF Limited
Table of
Contents

Corporate Information --------------------------------------------------------------------------- 3-4

Notice ------------------------------------------------------------------------------------------------ 5-17

Corporate Profile --------------------------------------------------------------------------------- 18

The Year Gone By -------------------------------------------------------------------------------- 19

Board’s Report ------------------------------------------------------------------------------------ 20-55

Management’s Discussion and Analysis -------------------------------------------------- 56-60

Business Responsibility and Sustainability Report --------------------------------------- 61-91

Report on Corporate Governance ----------------------------------------------------------- 92-114

Financial Statements - Coforge Limted ----------------------------------------------------- 115-181

Consolidated Financial Statements ---------------------------------------------------------- 182-259


ANNUAL REPORT 2022-23
Engage With The Emerging

Corporate
Information

Board of Directors

Mr. Basab Pradhan Mr. Sudhir Singh Mr. Hari Gopalakrishnan


Non-Executive Independent Director CEO & Executive Director Non-Executive Director
- Chairperson

Mr. Patrick John Cordes Mr. Kenneth Tuck Kuen Cheong Mr. Kirti Ram Hariharan
Non-Executive Director Non-Executive Director Non-Executive Director

Mr. Ashwani Puri Ms. Mary Boucher


Non-Executive Independent Director Non-Executive Independent Director

3
ANNUAL REPORT 2022-23
Engage With The Emerging

Chief Financial Officer


Mr. Ajay Kalra

Company Secretary
Ms. Barkha Sharma

Auditors
S.R. Batliboi & Associates LLP

Financial Institutions/Bankers
Indian Overseas Bank
ICICI Bank Limited
Citibank NA
Wells Fargo Bank
Deutsche Bank
Sumitomo Mitsui Banking Corporation

Registered Office
Coforge Limited
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji
New Delhi-110019, India
Email: investors@coforge.com
Tel: +91-11-41029297

Registrar & Share Transfer Agent


Alankit Assignments Limited
Unit- Coforge Limited
4E/2, Jhandewalan Extension
New Delhi-110055
Tel: +91-11- 42541234, 42541953
Fax: +91-11-42541201
Email: rta@alankit.com

Coforge Limited Website


Corporate Website: www.coforge.com

All trademarks acknowledged.

4
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

NOTICE OF 31st ANNUAL GENERAL MEETING (“THE AGM”) and is hereby accorded to pay commission to Mr. Basab
Pradhan (DIN: 00892181), Independent Director and
Notice is hereby given that the Thirty-first Annual General Chairperson of the Company in addition to fee payable to
Meeting (AGM) of the Members of Coforge Limited will be held him for attending the meetings of the Board or Committees
on Thursday, July 06, 2023 at 09:00 A.M. (IST) through Video thereof and reimbursement of expenses for participation in
Conferencing (VC)/ Other Audio Visual Mode (OAVM) facility to the Board and other meetings as set out in the explanatory
transact the following businesses: statement annexed to the notice.”
ORDINARY BUSINESS 6. To consider and approve remuneration to Mr. Sudhir Singh
(DIN: 07080613) as an Executive Director of the Company.
1. To receive, consider and adopt:
To consider and if thought fit, to pass with or without
(a) the Audited Financial Statements of the Company for modifications, the following resolution as a SPECIAL
the Financial Year ended March 31, 2023 including RESOLUTION:-
Balance Sheet as at March 31, 2023, the Statement
of Profit and Loss for the year ended on that date, RESOLVED THAT pursuant to the provisions of Sections
together with the Reports of the Board of Directors 196, 197 read with Schedule V and other applicable
provisions, if any, of the Companies Act, 2013 (including
and Auditors thereon; and
any statutory modification(s) or re-enactment(s) thereof for
(b) the Audited Consolidated Financial Statements of the time being in force) (“the Act”), the relevant provisions
the Company for the Financial Year ended March 31, of the Memorandum and Articles of Association of the
2023 including Balance Sheet as at March 31, 2023, Company and Nomination and Remuneration Committee
the Statement of Profit and Loss for the year ended and board of directors of the company and subject to such
on that date, together with Report of the Auditors other necessary approvals from the appropriate authorities
thereon; and subject to such conditions and modifications as may
be prescribed or imposed while granting such approvals,
2. To confirm Interim Dividend aggregating to INR 64 per the consent of the shareholders of the Company be and is
equity share of the face value of INR 10 each for the hereby accorded for payment of remuneration to Mr. Sudhir
Financial Year 2022-23. Singh (Director Identification Number: 07080613), who was
appointed as CEO & Executive Director of the Company at
3. To appoint a Director in place of Mr. Sudhir Singh (DIN: the Annual General Meeting held on July 23, 2020, as set
07080613) who retires by rotation and being eligible, offers out in the Explanatory Statement, in excess of prescribed
himself for re-appointment. limit of 5% and upto 10% under section 197 of the Act,
4. To appoint a Director in place of Mr. Kenneth Tuck Kuen in any financial year(s) respectively during his remaining
tenure as the Executive Director of the Company;
Cheong (DIN: 08449253) who retires by rotation and being
eligible, offers himself for re-appointment. RESOLVED FURTHER THAT the Board of Directors
be and hereby authorised to revise/amend the terms of
SPECIAL BUSINESS remuneration payable to Mr. Sudhir Singh within the overall
5. To approve commission payable to Mr. Basab Pradhan cap as approved by the shareholders.
(DIN: 00892181) as an Independent Director of the RESOLVED FURTHER THAT any Director or CFO or
Company and as Chairperson of the Board. Company Secretary be and are hereby severally authorized
to do all such acts, deeds and things and execute all such
To consider and if thought fit, to pass with or without
documents, instruments and writings as may be required
modifications, the following resolution as a SPECIAL to give effect to the aforesaid resolution.
RESOLUTION:-
RESOLVED FURTHER THAT a copy of this resolution
“RESOLVED THAT pursuant to the provisions of Sections certified to be true by any Director or Company Secretary
197 and any other provisions or Rules as framed thereunder be furnished to any concerned authorities for necessary
(including any statutory modification(s) or re-enactment(s) action.”
thereof, for the time being in force) and the applicable
provisions of SEBI (Listing Obligations & Disclosure By the Order of the Board
Requirements) Regulations, 2015 (“SEBI Regulations”) For Coforge Limited
Sd/-
as amended from time to time, Articles of Association of
Barkha Sharma
the Company and pursuant to the recommendation of
Place: Greater Noida Company Secretary
the Nomination and Remuneration Committee and Board
Date: June 01, 2023 Membership No. ACS 24060
of Directors of the Company, consent of the members be

5
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

Notes: Resolution/ Authorization shall be sent to the Scrutinizer by


email through its registered email address to officenns@
1. The Explanatory Statement pursuant to Section 102 of the
gmail.com with a copy marked to investors@coforge.com.
Companies Act, 2013 (“the Act”), setting out the material
facts with respect to the Special Business set out in the 6. Members seeking any information with regard to the
Notice is annexed hereto and forms part of this Notice. accounts or any matter to be placed at the AGM,
The Board of Directors of the Company at their meetings are requested to write to the Company on or before
considered that the special business under Item Nos. Wednesday, July 05, 2023 by 05:00 P.M. through email
5 & 6 being considered unavoidable, be transacted at on investors@coforge.com. The same will be replied by the
the 31st AGM of the Company. The relevant details as Company suitably.
required pursuant to Regulations 26(4) and 36(3) of the
7. Members who hold shares in physical form in multiple
SEBI (Listing Obligations and Disclosure Requirements)
folios in identical names or joint accounts in the same order
Regulation, 2015 (“SEBI Listing Regulations”) and
of names are requested to send share certificates to the
Secretarial Standard on General Meetings issued by the
Company for consolidation into a single folio.
Institute of Company Secretaries of India in respect of the
person seeking appointment/re-appointment as Director 8. Members are requested to intimate changes, if any,
under Item Nos. 3 & 4 of the Notice, are also annexed. pertaining to their name, postal address, email address,
telephone/ mobile numbers, Permanent Account Number
2. The Ministry of Corporate Affairs (“MCA”) vide its circulars
(PAN), mandates, nominations, power of attorney, bank
dated April 08, 2020, April 13, 2020, May 05, 2020, June
details such as, name of the bank and branch details,
15, 2020, September 28, 2020, December 31, 2020, and
bank account number, MICR code, IFSC code, etc. to
January 13, 2021, May 05, 2022 and December 28, 2022
their Depository Participants (‘DPs’) in case the shares
(referred as ‘MCA Circulars’) and SEBI vide its Circular No.
are held by them in electronic form and to RTA Alankit
SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020,
Assignments Limited in case the shares are held by them
and Circular No. SEBI/ HO/CFD/CMD2/CIR/P/2021/11
in physical form in the prescribed Form ISR-1 and other
dated January 15, 2021 and Circular No. (referred as
forms pursuant to SEBI Circular No. SEBI/HO/ MIRSD/
‘SEBI Circular’) SEBI/HO/CFD/ CMD2/ CIR/P/2022/62
MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021
dated May 13, 2022 have permitted the holding of Annual
and SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/687
General Meeting through Video Conferencing/ Other Audio
dated December 14, 2021.
Video Mode (VC/OAVM) without the physical presence
of members at a common venue. In compliance with 9. Members may please note that SEBI vide its Circular No.
the provisions of the MCA & SEBI Circulars, the AGM of SEBI/ HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated
the Company is being held through VC/OAVM on July 06, January 25, 2022 has mandated the listed companies
2023 at 09:00 AM IST through VC/OVAM. to issue securities in dematerialized form only while
processing service requests viz. Issue of duplicate
3. A Member entitled to attend and vote at the Annual
securities certificate; claim from unclaimed suspense
General Meeting is entitled to appoint a proxy to attend
account; renewal/ exchange of securities certificate;
and the proxy need not be a member of the Company.
endorsement; sub-division/splitting of securities certificate;
In terms of MCA Circulars and SEBI Circulars, since the
consolidation of securities certificates/folios; transmission
AGM is being held through VC/ OAVM, physical presence
and transposition. Accordingly, Members are requested
of the members have been dispensed with. Accordingly,
to make service requests by submitting a duly filled and
the facility for appointment of proxies by the members will
signed Form ISR – 4, the format of which is available on
not be available for the AGM and hence the proxy form and
the Company’s website.
attendance slip are not annexed to this notice.
10. In terms of provisions of Companies Act, 2013, Members
4. Members attending the meeting through VC/OAVM shall
desirous of appointing their Nominees for the shares held
be counted for the purpose of ascertaining the quorum
by them may apply in the Nomination Form (Form - SH
under Section 103 of the Act.
13). Member desirous to opt out or cancel the earlier
5. Corporate Members including Institutional Shareholders nomination and record a fresh nomination, he/ she may
(i.e. other than individuals /HUF, NRI, etc.) are requested to submit the same in Form ISR-3 or SH-14 as the case
send scanned copy of the certified true copy of the Board may be. The said forms can be downloaded from the
Resolution/ authorisation etc. authorizing their authorized Company’s website. Members are requested to submit the
representative to attend the AGM through VC/ OAVM and said details to their DP in case the shares are held by them
vote on their behalf through remote e-voting. The said in dematerialized form and to RTA in case the shares are
held in physical form.

6
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

11. SEBI vide its notification dated January 24, 2022 has the Company by writing a letter to the Company at its
mandated that all requests for transfer of securities Registered Office address immediately. The Members,
including transmission and transposition requests shall whose unclaimed dividends/shares have been transferred
be processed in dematerialized form. In view of the same to IEPF, may claim the same by making an online
and to eliminate all risks associated with physical shares application to the IEPF Authority in web Form No. IEPF-5
and avail various benefits of dematerialisation. Members (available on www.iepf.gov.in). For details, please refer to
are advised to dematerialise the shares held by them in corporate governance report which is a part of the Annual
physical form. Members may contact the Company in this Report. Pursuant to the Investor Education & Protection
regard. Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (IEPF Rules), the Company has uploaded
12. As per the provisions of SEBI circular no. DCC/
the information in respect of the Unclaimed Dividends on
FITTCIR-3/2001 dated October 15, 2001 and circular
the website of the IEPF viz. www.iepf.gov.in and under
no. CIR/MRD/DP/10/2013 dated March 21, 2013, Every
“Investors Section” on the website of the Company viz.
Company is mandatorily required to use Electronic
www.coforge.com.
Clearing System (ECS/NEFT/RTGS) facility for distributing
dividends or other cash benefits to investors wherever The Company has issued a newspaper advertisement
applicable. Currently ECS facility is available at locations on May 18, 2023 informing the shareholders that the final
specified by RBI. In view of the above, the shareholders dividend declared during FY 2015-16 which has remained
holding shares in physical form are requested to provide to unpaid/ unclaimed for 7 years shall be credited to the
Registrar and Share Transfer Agent i.e. Alankit Assignments Investor Education Protection Fund (IEPF) alongwith the
Limited, Alankit Heights, RTA Division, Unit: Coforge corresponding shares on which the dividend has remained
Limited 4E/2 Alankit House, Jhandewalan Extension, unpaid/ unclaimed for 7 years, as per the procedure as set
New Delhi – 110055, for changes, if any, in their address out in the Rules.
and bank mandates, so that all future dividends can be
In view of the MCA Circulars the Company shall be
remitted through ECS. In case of shareholders staying at
sending notices to the shareholders through electronic
locations not covered by ECS, the bank details shall be
mode. However, the Company had alreday dispatched the
printed on the Dividend Warrants so as to protect against
notices to the shareholders giving them an opportunity to
any fraudulent encashment of the same. The Shareholders
claim their unclaimed dividend in May 2023. For details the
can obtain a copy of the ECS Mandate Form from the
Members may refer the website of the Company viz. www.
Registered Office of the Company or can download from
coforge.com.
the website of the Company at www.coforge.com. In respect
of members who hold shares in dematerialized form, their 14. Pursuant to Finance Act 2020, dividend income will be
Bank Account details, as furnished by their Depositories taxable in the hands of shareholders w.e.f. April 1, 2020
to the Company, will be printed on their Dividend Warrant and the Company is required to deduct tax at source
as per the applicable regulations of the Depositories and from dividend paid to shareholders at the prescribed
the Company will not entertain any direct request from rates. For the prescribed rates for various categories, the
such members for deletion of or change in Bank Account shareholders are requested to refer to the Finance Act,
details. Members who wish to change their Bank Account 2020 and amendments thereof, the shareholders are
details are therefore requested to advise their Depository requested to update their PAN with the Company/RTA (in
Participants about such change. We encourage members case of shares held in physical mode) and depositories (in
to utilize Electronic Clearing System (ECS) for receiving case of shares held in demat mode).
Dividends.
15. A Resident individual shareholder with PAN and who is not
13. Pursuant to the Companies Act, 2013, read with Investor liable to pay income tax can submit a yearly declaration in
Education & Protection Fund Authority (Accounting, Form No. 15G/15H, to avail the benefit of non-deduction
Audit, Transfer and Refund) Rules, 2016 as amended, all of tax at source by e-mail at the time of declaration of
unclaimed/ unpaid dividend for the Financial Year ended dividend at investors@coforge.com. Shareholders are
on March 31, 2015, have been transferred to the Investor requested to note that in case their PAN is not registered,
Education and Protection Fund (IEPF) of the Central or having invalid PAN or Specified Person as defined
Government during the year. Members who have not so far under section 206AB of the Income-tax Act (“the Act”),
encashed Dividend Warrant(s) for the financial year ended the tax will be deducted at a higher rate prescribed under
March 31, 2016 and thereafter are requested to approach section 206AA or 206AB of the Act, as applicable. Non-

7
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

resident shareholders [including Foreign Institutional whom they are maintaining their Demat Accounts. Further,
Investors (FIIs)/Foreign Portfolio Investors (FPIs)] can avail in order to facilitate payment of dividends, SEBI vide its
beneficial rates under tax treaty between India and their circular dated April 20, 2018 has mandated the Company/
country of tax residence, subject to providing necessary RTA to obtain copy of PAN Card and Bank Account details
documents i.e. No Permanent Establishment and Beneficial from all the members holding shares in physical form.
Ownership Declaration, Tax Residency Certificate, Form Accordingly, members holding shares in physical form shall
10F, any other document which may be required to avail submit their PAN and bank details to the Registrar and
the tax treaty benefits. For this purpose the shareholder Transfer Agent of the Company i.e. Alankit Assignments
may submit the above documents (PDF/JPG Format) by Limited at 4E/2, Jhandewalan Extension, New Delhi
110055.
e-mail to the Company at investors@coforge.com
21. Pursuant to the first proviso to the Rule 18 of the Companies
16. Non-resident Indian shareholders are requested to inform
(Management and Administration) Rules, 2014, the
about the following immediately to the Company or its
Company shall provide in advance an opportunity at least
Registrar and Share Transfer Agent or the concerned
once in a Financial Year to the Members to register their
Depository Participant, as the case may be:
E-mail address and changes therein either with Depository
a) the change in the residential status on return to India Participant or with the Company. In view of the same, the
for permanent settlement, and Members who have not registered their e-mail addresses
so far are requested to register their e-mail addresses
b) the particulars of the NR account with a bank in India,
for receiving all communications including Notices of all
if not furnished earlier. General Meetings, Directors’ Report, Auditors’ Report,
17. To prevent fraudulent transactions, Members are advised Audited Financial Statements and other documents
to exercise due diligence and notify the Company of any through electronic mode, pursuant to the provisions
change in address or demise of any Member as soon of the Companies Act, 2013 read with the rules framed
as possible. Members are also advised not to leave their thereunder.
Demat account(s) dormant for long. Periodic statement 22. Members desirous of obtaining any information/
of holdings should be obtained from the concerned clarification concerning the accounts and operations of the
Depository Participant and holdings should be verified. Company are requested to address their queries in writing
to the Company Secretary at least ten days before the
18. The Register of Directors and Key Managerial Personnel
Annual General Meeting, so that the information required
and their shareholding under Section 170 of the Act, the
may be made available at the Annual General Meeting.
Register of contracts with related party, and contracts and
Members may also note that the Notice and Annual Report
bodies etc. in which Directors are interested under Section
for the Financial Year 2022-23 will also be available on the
189 of the Act, and the Certificate from the Secretarial
Company’s website at www.coforge.com.
Auditors in respect of the Company’s Employee Stock
Option Scheme will remain available for inspection through 23. Since the AGM will be held through VC/ OAVM, the Route
electronic mode during the AGM, for which purpose map is not annexed to the Notice.
Members are required to send an e-mail to the Company 24. In line with the Ministry of Corporate Affairs (MCA) Circular
at investors@coforge.com No. 17/2020 dated April 13, 2020, the Notice calling the
AGM has been uploaded on the website of the Company at
19. Relevant documents referred to in the proposed resolutions
www.coforge.com.The Notice can also be accessed from
as mentioned in the Notice are available for inspection at
the websites of the Stock Exchanges i.e. BSE Limited and
the Registered Office of the Company during business
National Stock Exchange of India Limited at www.bseindia.
hours on all days except Saturdays, Sundays and Public
com and www.nseindia.com respectively and the AGM
holidays up to the date of the Annual General Meeting.
Notice is also available on the website of NSDL (agency
20. The Securities and Exchange Board of India (SEBI) has for providing the Remote e-Voting facility) i.e. www.evoting.
mandated the submission of Permanent Account Number nsdl.com
(PAN) by every participant in securities market. Members INFORMATION ON REMOTE EVOTING:
holding shares in electronic form are, therefore, requested
to submit the PAN to their Depository Participants with 1. Pursuant to Regulation 44 of the SEBI Listing Regulations
and Section 108 of the Companies Act, 2013, Rule 20 of

8
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

the Companies (Management and Administration) Rules, 8. The Scrutinizer shall, immediately after the conclusion
2014 as amended by the Companies (Management and of voting at the AGM, first count the votes cast during the
Administration) Amendment Rules, 2015, the Company AGM, thereafter unblock the votes cast through remote
has provided a facility to its members to cast their votes e-voting and make, not later than 48 hours of conclusion
on resolutions as set forth in the Notice convening the 31st of the AGM, a consolidated Scrutinizer’s Report of the total
Annual General Meeting to be held on Thursday,July votes cast in favour or against, if any, to the Chairman or a
06, 2023 at 09:00 A.M. (IST), electronically through the person authorised by him in writing, who shall countersign
e-voting service provided by NSDL. Resolution(s) passed the same. The results of the voting will be announced by
by the Members through e-voting is/ are deemed to have the Chairman of the Company or Company Secretary of the
been passed as if they have been passed at the Annual Company duly authorized on or before July 07, 2023 and
General Meeting. The e-voting facility will commence communicated to the Stock Exchanges, Depositories and
from 09:00 A.M. (IST) on Sunday, July 02, 2023 and shall also be displayed on the website of the Company i.e.
ends at 05:00 P.M. (IST)on Wednesday, July 05, 2023. HYPERLINK “http://www. coforge.com” www.coforge.com
The e-voting module shall be disabled by NSDL for voting and on the website of NSDL i.e. HYPERLINK “http://www.
thereafter. During this period the members holding shares nsdl.co.in” www.nsdl.co.in
either in physical form or in dematerialized form, as on the
9. The result declared along with the Scrutinizer’s Report
cut-off date for e-voting i.e. Thursday, June 29, 2023 may
shall be placed on the Company’s website www.coforge.
cast their votes electronically.
com and on the website of NSDL www.evoting.nsdl.com.
2. Those Members, who will be present in the AGM through The Company shall simultaneously forward the results to
VC/ OAVM facility and have not cast their vote on the National Stock Exchange of India Limited and BSE Limited,
Resolutions through remote e-voting and are otherwise where the shares of the Company are listed.
not barred from doing so, shall be eligible to vote through
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE
e-voting system during the AGM.
E-VOTING AND JOINING GENERAL MEETING ARE AS
3. Mr. Nityanand Singh, Company Secretary in Practice UNDER:-
(Membership No. - FCS-2668) and proprietor M/s Nityanand
The remote e-voting period begins on Sunday, July 02,
Singh & Co., Company Secretaries has been appointed
2023 at 09:00 A.M. and ends on Wednesday, July 05, 2023
as the Scrutinizer for providing facility to the Members of
at 05:00 P.M. The remote e-voting module shall be disabled
the Company to scrutinize the voting and remote e-voting
by NSDL for voting thereafter. The Members, whose names
process in a fair and transparent manner by the Board.
appear in the Register of Members / Beneficial Owners as
4. The Members who have cast their vote by remote e-voting on the record date (cut-off date) i.e. Thursday, June 29,
prior to the AGM may also attend/ participate in the AGM 2023, may cast their vote electronically. The voting right
through VC/ OAVM but shall not be entitled to cast their of shareholders shall be in proportion to their share in the
vote again. paid-up equity share capital of the Company as on the cutoff
date, being Thursday, June 29, 2023.
5. The voting rights of Members shall be in proportion to their
shares in the paid-up equity share capital of the Company How do I vote electronically using NSDL e-Voting system?
as on the cut-off date.
The way to vote electronically on NSDL e-Voting system consists
6. Any person, who acquires shares of the Company and of “Two Steps” which are mentioned below:
becomes a Member of the Company after sending of
Step 1: Access to NSDL e-Voting system
the Notice and holding shares as of the cut-off date, may
obtain the login ID and password by sending a request A) Login method for e-Voting and joining virtual meeting for
at evoting@ nsdl.co.in. However, if he/she is already Individual shareholders holding securities in demat mode
registered with NSDL for remote e-voting then he/she can
In terms of SEBI circular dated December 9, 2020 on e-Voting
use his/her existing User ID and password for casting the
facility provided by Listed Companies, Individual shareholders
vote.
holding securities in demat mode are allowed to vote through
7. Members who have cast their votes by remote e-voting their demat account maintained with Depositories and Depository
prior to the AGM may also attend the AGM but shall not be Participants. Shareholders are advised to update their mobile
entitled to cast their votes. number and email Id in their demat accounts in order to access
e-Voting facility.

9
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method


Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com
holding securities in either on a Personal Computer or on a mobile. On the e-Services home page click on the
demat mode with NSDL. “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt
you to enter your existing User ID and Password. After successful authentication, you will be
able to see e-Voting services under Value added services. Click on “Access to e-Voting” under
e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting
service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting
your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.
nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/
SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page
of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit
demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL Depository site wherein
you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL
and you will be redirected to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning
the QR code mentioned below for seamless voting experience.

Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and
holding securities in password. Option will be made available to reach e-Voting page without any further authentication.
demat mode with CDSL The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click
on login icon & New System Myeasi Tab and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
companies where the evoting is in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting. Additionally, there is also links provided to access the system of all e-Voting
Service Providers, so that the user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.
cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number
and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-Voting option where the
evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

10
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

Individual Shareholders You can also login using the login credentials of your demat account through your Depository Participant
(holding securities in registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting
demat mode) login option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful
through their depository authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service
participants provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password
option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.

Login type Helpdesk details


Individual Shareholders holding securities Members facing any technical issue in login can contact NSDL helpdesk by sending a
in demat mode with NSDL request at evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL helpdesk by sending
in demat mode with CDSL a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

Login type Helpdesk details


B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding
securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on
a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’
section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your
existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can
proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) Your User ID is:
or Physical

8 Character DP ID followed by 8 Digit Client ID


a) For Members who hold shares in demat account with
NSDL. For example if your DP ID is IN300*** and Client ID is 12******
then your user ID is IN300***12******.

16 Digit Beneficiary ID
b) For Members who hold shares in demat account with
CDSL. For example if your Beneficiary ID is 12************** then your
user ID is 12**************

EVEN Number followed by Folio Number registered with the


company
c) For Members holding shares in Physical Form.
For example if folio number is 001*** and EVEN is 101456 then
user ID is 101456001***

11
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated
b) to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change
your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated
to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the
attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL
account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file
contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose
email ids are not registered.
6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option
a)
available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in
c)
mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and
whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote
during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish
to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders


1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of
the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who
are authorized to vote, to the Scrutinizer by e-mail officenns@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional
shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/Power of Attorney/Authority
Letter etc. by clicking on "Upload Board Resolution/Authority Letter" displayed under "e-Voting" tab in their login.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password
confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password.
In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?”
option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual
for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499
7000 or send a request to Amit Vishal at evoting@nsdl.co.in

12
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password
and registration of e mail ids for e-voting for the resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate
(front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email
to Investors@coforge.com
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name,
client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self
attested scanned copy of Aadhar Card) to Investors@coforge.com. If you are an Individual shareholders holding securities
in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and
joining virtual meeting for Individual shareholders holding securities in demat mode.
3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting
by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository
Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to
access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on
the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting
system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote
at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the
AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may
access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/
OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join
Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed.
Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password
may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the
meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may
experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or
LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their
name demat account number/folio number, email id, mobile number at Investors@coforge.com. The same will be replied by the
company suitably.
6. Shareholders who would like to participate as speaker shareholder during the AGM may send their request on or before
Tuesday, July 04, 2023 mentioning their name demat account number/folio number, email id, mobile number to Company’s
email Id. investors@coforge.com. Those Members who have registered themselves as a speaker will only be allowed to ask
questions during the AGM, depending upon the availability of time.The same will be replied by the company suitably.

By the Order of the Board


For Coforge Limited
Sd/-
Barkha Sharma
Place: Greater Noida Company Secretary
Date: June 01, 2023 Membership No. ACS 24060

13
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES
ACT, 2013 AND IN TERMS OF REGULATION 36(5) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015 (“SEBI LISTING REGULATIONS”) IS GIVEN BELOW

ITEM NO. 05

The members of the Company in the 29th Annual General Meeting held on July 30, 2021 had approved the appointment of Mr. Basab
Pradhan as Independent Director and Chairperson of the Board for a period of 3 years w.e.f June 29, 2021 upto June 28, 2024 at the
mutually agreed terms and conditions. The Board in its meeting held on April 27, 2023 considered and approved the commission to
be paid to Independent Directors for the FY23 on the recommendation of the Nomination and Remuneration Committee. Pursuant
to Regulation 17(6) of the SEBI Listing Regulations, 2015 as amended effective from April 01, 2019, if remuneration of a single
Non-Executive Director exceeds 50% of the total annual remuneration payable to all non-executive directors, then approval of
shareholders by special resolution is required for payment of the same. The amount of commission to be paid to Mr. Basab Pradhan
for FY23 is USD 220,000 in addition to sitting fees payable to him for attending the meetings of the Board or Committees thereof and
reimbursement of expenses for participation in the Board and other meetings.

Since, the commission payable to Mr. Basab Pradhan exceeds 50% of the total annual remuneration payable to all non-executive
directors, the approval of shareholders by way of special resolution is required as per the SEBI Listing Regulations, 2015 (as
amended).

The Board hereby recommends approval of shareholders by way of Special Resolution as set out in Item No. 05 above.

None of the Directors or Key Managerial Personnel of the Company or their relatives, other than Mr. Basab Pradhan are in any way,
concerned or interested, financially or otherwise, in the resolution as set out at Item No. 05 of this Notice.

ITEM NO. 06

The Members may be apprised that Mr. Sudhir Singh was appointed as CEO & Executive Director of the Company for a period of
5 years from January 29, 2020, upto January 28, 2025. The Shareholders of the Company had approved the terms of appointment
along with the remuneration of Mr. Singh in the Annual General Meeting held on July 23, 2020. Further, the Board members was
authorized to alter and vary the terms and conditions including remuneration and incremental thereof, from time to time for Mr.
Singh subject to such remuneration payable to be within the limits specified in the Section 197 and other applicable provisions of the
Companies Act, 2013 (‘the Act’).

Mr. Singh was granted certain ESOPs in prior years, which may be due for vesting and exercise in FY24 and FY25. If such ESOPs
vest, the remuneration of Mr. Singh, may exceed the 5% threshold under Section 197 of the Act, in any financial year(s) respectively
during his remaining tenure as the Executive Director of the Company, purely on account of vesting and exercise of such ESOPs.

The members may also note that the cash payout to Mr. Singh is well under the limit of 5% as set out in Section 197 that was originally
approved by the shareholders at the AGM held on July 23, 2020.

The Members are therefore requested to consider passing a special resolution on the basis of the facts and circumstances reproduced
below:

1. Mr. Singh has been discharging his duties as the CEO since May 2017. He was appointed as the Executive Director in January
2020. He is an IIT / IIM alumnus and has worked with Hindustan Unilever, Infosys and Genpact before joining Coforge. He is based
out of New Jersey, US. The Company has immensely benefitted under his leadership resulting in a multifold increase in shareholder
value.

2. Under Mr. Singh’s leadership, the Company has grown from INR 28,021 Mn (equivalent USD 417 Mn) in Revenues in FY17 to
INR80,146 Mn (equivalent USD 1,002 Mn) in FY23, with CAGR growth of 19.1% in revenues and CAGR growth of 21.7% in PAT over
last 6 years, including FY21 which was significantly impacted because of Covid.

14
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

(i) Beyond revenue and profitability, all operating metrics related to execution have improved materially.

S. No. Operating Metric FY17 FY23


1 Market Capitalization INR 2,669 Crores(1) or US$412 INR 27,001 Crores(2)
Mn Or US$3.3 Bn
2 Order intake US$457 Mn US$1,265 Mn
3 12-month executable order book US$320 Mn US$869 Mn
4 No of >$1 Mn Clients 73 145
5 No of employees 8,853 23,224
6 Offshoring revenue 40% 50%
7 Debtors to Sales Outstanding 64 61

(1) As of March 31, 2017

(2) As of May 29, 2023

S. No. Shareholder’s Return FY14-17 FY17-FY23


1 Coforge TSR(3) 150% 1056%
2 NIFTY TSR 61% 204%

(3) TSR = Total Shareholder’s Return

3. Accordingly, the approval from Members is sought on the recommendation of Nomination & Remuneration Committee & Board
of Directors of the Company for approving the remuneration of Mr. Sudhir Singh (Director Identification Number: 07080613) as
Executive Director & CEO that may exceed the limits specified above for his remaining tenure till January 28, 2025.

Except Mr. Singh, no other director(s) and Key Managerial Personnel(s) or their relatives, is in any way, concerned or interested,
financially or otherwise, in this resolution.
By the Order of the Board
For Coforge Limited
Sd/-
Barkha Sharma
Place: Greater Noida Company Secretary
Date: June 01, 2023 Membership No. ACS 24060

15
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING PURSUANT


TO ITEM NOS. 3 & 4 OF THE AFORESAID NOTICE, AS REQUIRED UNDER REGULATION 36 OF (SEBI LISTING REGULATIONS]
AND SECRETARIAL STANDARDS ON GENERAL MEETINGS (SS-2) ARE PROVIDED HEREIN BELOW:
Brief profile of Mr. Sudhir Singh (DIN: 07080613)
Mr. Sudhir is the Chief Executive Officer of Coforge and serves on the company’s Board of Directors. He joined Coforge in May 2017.
Mr. Sudhir brings experience across Unilever (Hindustan Lever), Infosys and Genpact to bear on his current role at Coforge. He has 24
years of industry experience with an exceptional track record of execution, driving robust revenue and margin growth simultaneously,
executing business turnarounds and orchestrating successful acquisitions.
As the CEO and Executive Director of the firm Sudhir charted the “Transform at the Intersect” growth strategy of the organization.
Under this construct the firm has logged industry leading growth and profits by hyper-focusing on the Financial Services and Travel
industries.
The “Engage with the Emerging” technologies vision of the firm has allowed it to incubate and industrialize emerging technologies
including Cognitive, Blockchain and Automation. Sudhir remains personally and intensely engaged with the firm’s clients to ensure
that the execution rigor remains intact.
As an author and a public speaker, Sudhir regularly communicates his views about the changing industry landscape, the workforce
of tomorrow, tech disruption in the Financial Services industry, and change /growth leadership. He is a strong advocate for inclusion
in the workplace; and for building bridges with academia.
Sudhir started his career in 1995 with Unilever (Hindustan Lever). During his six-year Sales and Brand Management stint with
Unilever in India Sudhir won the prestigious Hindustan Lever Chairman’s Award “for exceptional performance”.
Subsequently, he spent close to a decade with Infosys in the US. He was an Invitee to the Infosys Management Committee, the Head
of the Infosys South-West Geo and also founded and ran the Infosys Global BFS Payments and Cards Portfolio.
At Genpact, Sudhir was the Chief Operating Officer of the Capital Markets and IT Services business. He played a key role in the
acquisition and subsequent integration of Headstrong Technologies. During the integration period he served as a Managing Director
of Headstrong between 2012-14.
Sudhir is a graduate of the Indian Institute of Technology and the Indian Institute of Management.
He is based in Princeton, New Jersey.
Brief profile of Mr. Kenneth Tuck Kuen Cheong (DIN: 08449253)
Mr. Kenneth Tuck Kuen Cheong is a Partner and a Member of the Investment Committee of BPEA EQT, part of EQT AB, a global
investment organisation. Joining BPEA EQT in 1998, Mr. Cheong has been involved in the firm’s investments in Southeast Asia,
China, Korea, U.S. and India.
Mr. Cheong was previously a Manager with BZW Asia for three years, where he was involved in corporate finance and M&A in Asia.
Prior to that, Mr. Cheong spent three years with DBS Bank, where he was involved in credit, marketing and loan syndications.

By the Order of the Board


For Coforge Limited
Sd/-
Barkha Sharma
Place: Greater Noida Company Secretary
Date: June 01, 2023 Membership No. ACS 24060

16
COFORGE LIMITED
(CIN NO. L72100DL1992PLC048753)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi – 110 019, India Engage With The Emerging
Tel.:+91- 011-41029297; Email : investors@coforge.com
Corporate Website : www.coforge.com

NOTICE

Other details are provided herein below:

Particulars Mr. Sudhir Singh Mr. Kenneth Tuck Kuen Cheong


(DIN: 07080613) (DIN: 08449253)
Age 51 55
Qualification Graduated from IIT and IIM Graduated with first Class Honors
in Economatrics and Mathematical
Economics from London School of
Economics
Experience (including expertise in Please refer profile.
specific functional area
Date of first appointment on the Board 29-01-2020 17-05-2019
Shareholding in the Company as on 2,34,087 Nil
March 31, 2023
Relationship with other Director/ None None
KMP’s
Number of Meetings of Board 7 5
attended during the Year
Membership / Chairmanship of Nil Nil
Committees of other Companies
Directorships held in other 1. Coforge Smartserve Ltd Nil
Companies (excluding foreign
2. Coforge DPA Pvt Ltd
companies and Section 8 Companies)
3. Coforge SF Pvt Ltd
4. Coforge Business Process Solutions Pvt Ltd

Note: For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship
with other directors and key managerial personnel in respect of above directors, please refer to the corporate governance report.
None of the above Directors were on the Board of any other listed entity in past three years.

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ANNUAL REPORT 2022-23
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business process re-engineering, and digital process automation


and Low Code/No Code platforms.

The company mission is to “Transform at the Intersect”, providing


Corporate insights into how our global engineering teams apply in-depth
profile- FY 23 business knowledge and technology expertise to help clients
transform their businesses. We have applied this approach to
provide business solutions within our chosen industry verticals re:
Banking & Financial Services, Insurance, and Travel, Transport
and Hospitality. Examples include 20022 payments processing,

Coforge is a global digital services and business solutions coreless and open banking, geolocation- aware wayfinding,

provider with in-depth domain expertise that specializes in Airplane turnaround efficiency, underwriting workbench and

selected industry verticals. exposure management.

The company strategy is rooted in providing capability at scale The company’s products, solutions and services are supported

with focus on emerging technologies. We have a solid track record by a strong partnership network with world leading software

in delivery execution to drive outcomes, all built on a culture of providers such as Microsoft, Amazon Web Services (AWS),

strong employee, partner & client centricity. This enables Coforge Google, Pegasystems, Appian, Salesforce, ServiceNow, and

to have a real-world business impact for our clients. Duck Creek.

The company has a global presence, operating out of 21 The company’s innovation group supports our strategy to leverage

countries, with 26 delivery centers spread across US, Europe, emerging technologies to provide leading-edge solutions for our

Middle-east, India, Asia and Australia. We have 23,000+ clients, examples include Generative-AI, Web3 and Metaverse.

technology and process experts who engineer, design, consult, The group is creating frameworks, accelerators and applications

operate, and modernize client systems across the world. that use core capabilities such as video analytics, advanced
natural language processing, smart contracts, and large language
The company prides itself on strong employee engagement models to provide solutions in areas such as fraud analytics and
resulting in one of the lowest attrition levels across the industry, a anomaly detection. A good example is our generative-AI ready
testament to the company’s culture. This employee-centricity was platform “Quasar”, this has already been used in over 100 use
re-enforced in 2022 when Coforge was recognized as a “Great cases for our clients. The group has also created a number of
Place to Work”. enterprise solutions that enable our clients to use the metaverse
The company vision is to “Engage with the Emerging”, this and augmented reality, these include uses cases such as
underlines our commitment to accelerate business change for virtual bank branch, supplier on-boarding, try-before-you-buy
clients and their customers by leveraging emerging technologies. experiences, digital humans, and 3-D wayfinding.
To achieve this, the company provides proven capabilities in Having established a solid presence in these 3 sectors, the company
product engineering, digital solutions, data analytics, artificial is now aiming to grow its footprint in Retail/CPG, Healthcare, Hi-
intelligence/machine learning (AI/ML), experience, cloud, tech, Manufacturing, and Public Sector outside of India.

18
ANNUAL REPORT 2022-23
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a multi-year Tax Compliance program, enhancing their legacy


Policy Admin System to ensure that their Life Insurance products
were compliant with the latest IRS regulations.

Foreword- The Year In the TTH business, the firm successfully enabled a leading
airline’s major transformation journey involving one of the largest
Gone By… and most complex migrations of Airline Passenger Service
Systems.

Pega continued to be a strength for Coforge. The firm closed a


major 18-month program of work for a global bank combining
FY23 was a milestone year for the firm. We earned the third Pega, Data, and Quality Engineering capabilities and drove its
comma. We crossed the US$ 1 Billion revenue mark. We believe digital transformation agenda. Coforge saw sustained growth
we shall look back at FY23 as not just the year where we in the Salesforce business, underpinned by new industry-
crossed the US$ 1 Bn revenue mark but also as a year where specific solutions. The firm continued to explore and invest in
we laid the foundation for an accelerated growth journey toward the Metaverse Center of Excellence. In collaboration with the
the next revenue milestone of US$ 2 billion through significant technology partners, the firm developed expertise that enabled
investments to enhance the firm’s capabilities. the creation of digital humans. Coforge worked with customers to
In FY23 the firm registered consolidated revenue of US$ 1,001.7 help them integrate digital humans, along with AI and Chatbots
million and clocked a growth of 22.4% in CC terms. The revenue and created life-like customer experiences within the metaverse.
performance for the year was in line with the track record of Recognizing the importance of Cyber Security, the firm invested
meeting and exceeding the revenue guidance every year for the to extend its services in this area, adding threat intelligence
last six years. In FY23 the gross margin of the firm increased by services to its portfolio. Coforge can now leverage its advanced
55 bps to 32.5%. The increase allowed the firm to significantly capabilities in areas such as Dark Web & Deep Web Monitoring,
expand our investments in sales and capability build throughout Brand Protection, and Cyber Threat Intelligence to help secure
the year. The adjusted EBITDA margin stood at 18.3%. FY23 the safety and privacy of information assets.
was a landmark year as the firm signed 11 large deals through
the year, of which 2 were over US$ 50 million and 5 were over The firm’s constant endeavor has been to upskill employees
US$ 30 million. The firm signed 44 new logos. The deal pipeline globally and it continues to invest in technical and domain training
continues to be both robust and resilient. The executable order and certification programs in AWS, Pega, Appian, Salesforce,
book over the next 12 months stands at a record US$ 869 million Microsoft Azure, ServiceNow, GCP, and ISTQB. Coforge has
as on March 31, 2023. learning programs such as “How to Navigate Leadership
Transitions” and “How to Build Digital Excellence” to ensure the
The firm continued to grow its operation and delivery capabilities all-round development of its teams.
and worked on emerging technologies and digital transformation
initiatives for its clients. Our employees continued to be the architects of our growth
journey. The total headcount of the firm at the end of FY23 stood
In the BFS business, a tier 1 bank recently appointed Coforge as at 23,224. The attrition stood at 14.1%. Coforge remained one of
their strategic data & analytics partner to help them accelerate the lowest attrition firms across the industry. Coforge prides itself
their cloud adoption, analytics, and visualization initiatives on the commitment reflected over the years in one of the highest
across the bank. Coforge leveraged strong partnerships with employee retention and lowest employee attrition rates.
AWS, Snowflake, Databricks, and Microsoft and drove their
transformation programs, and delivered best-in-class solutions. To mark the US$ 1 Billion revenue milestone the firm gifted all
active employees globally with an Apple iPad.
In the Insurance sector, Coforge continued to grow its
Property and Casualty business, all on the back of successful Summing up, FY23 was a milestone year, when we crossed a
implementations and upgrades of Duckcreek platform across coveted milestone and laid the foundation for our next revenue
the US and Europe and successful expansions in Australia milestone of US$ 2 Billion.
and NZ. For a leading US life & annuity insurance carrier the
firm successfully completed a major enterprise-wide business Sudhir Singh,
transformation program to simplify its processes and drive Chief Executive Officer,
operational efficiency, thereby delivering significant cost savings. Coforge Ltd.
Coforge also helped a ‘Top 100 US Carrier’ successfully complete

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ANNUAL REPORT 2022-23
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We continued overhauling top leadership to include executives


who have seen large-scale operations and expanding its reach
across key verticals, service lines and selected geographies to
set foundation for the next leg of growth.

The Company’s intense focus on execution led to robust deal


Board’s signing with the total executable order book for the next 12
Report months at a record US$ 869 million, an increase of 20.7% on
a year-on-year basis. The total order intake through the year
stood at US$ 1.3 billion registering an increase of 9.9% on a
year-on-year basis. Winning regular large deals has been one of
the Company’s hallmarks for its sustained growth. During the FY
To, 2023, Coforge signed 11 large deals across its focused verticals
The Members, Your Directors are pleased to present the and breadth of capabilities. This included two large deals of US$
Thirty-first Annual Report on the business and operations of 50+ million TCV, one each in BFS and Insurance space. The
your Company along with the audited annual accounts for the Company also signed 5 large deals of US$ 30+ million plus TCV
financial year ended March 31, 2023 (FY2023). The consolidated contracts during the year.
performance of the Company and its subsidiaries has been The continued growth momentum was coupled with retaining
referred to wherever required. company’s vibrant and conducive work culture. The Company
FINANCIAL PERFORMANCE OF THE COMPANY believes in continuously raising the bar and being an employer
of choice; a testimonial to this being Coforge certified as both
The highlights of the performance results for the FY 2023 are
‘Great Place to Work’ and ‘Best Workplaces for Women India’,
as follows:
second year in a row. During fiscal year 2023, Coforge was also
Particulars FY FY FY FY recognized among India’s Best Workplaces in IT & IT-BPM 2022
2022-23 2021-22 2022-23 2021-22 – Top 50. These external accolades in the employee engagement
Consolidated Standalone were reflected in the Company’s attrition (LTM) number, which
financials financials
stood at 14.1% as of 31st March 2023 as compared to 17.7%
Income from operations 80,146 64,320 42,305 33,132
31st March 2022. Coforge’s attrition rate continues to be the best
Other Income 619 518 5,879 4,005
among the IT industry.
Total Income 80,765 64,838 48,184 37,137
Profit before depreciation, 12,620 10,887 9,835 7,753 Financial highlights
exceptional items and taxes
Depreciation 2,585 2,272 1,087 838
On a consolidated basis, revenues increased 24.6% to Rs. 80,146
Exceptional Item 523 0 523 - million in FY 2023 from Rs 64,320 million in FY2022. The growth
Provision for tax & (deferred tax) 2,061 1,468 900 470 was led by BFS vertical which grew 47.0% in constant currency
Non-Controlling Interest 513 530 - - (‘cc’) terms in FY23 and contributed 30.7% to the total revenues.
Profit After Tax 6,938 6,617 7,325 6,445 The TTH vertical grew 21.5% in cc terms and contributed 19.1%
Earnings Per Share (Basic) (In Rs.) 113.77 109.02 120.12 106.19 of the total revenues. The Insurance vertical saw a decline of
3.7% in cc terms and contributed 22.6% of the total revenues.
BRIEF DESCRIPTION OF THE COMPANY’S WORKING
Other verticals collectively grew 23.1% year-on-year in cc terms
DURING THE YEAR AND STATE OF THE COMPANY’S
and they represented 27.5% of the overall revenues.
AFFAIRS
For the full year FY23, Company’s gross margin increased by 55
Operating highlights
bps to 32.5% and Company has significantly invested in the front
The financial year under review has been a special one having end leadership and capability enhancements throughout the
achieved the coveted landmark of Coforge joining the US$ 1 year. EBITDA (before ESOP costs) increased by 21.5% during
billion revenue club. The US$ 1 billion revenue milestone has the year and stands at Rs. 14,649 million, translating into margin
been achieved by Company’s relentless focus on its areas of of 18.3% for the year. EBIT increased by 29.1% and stands at
expertise in the chosen verticals. Company’s investments in Rs. 11,468 million, resulting in margin of 14.3%, an improvement
building capability in the areas such as cloud computing, digital of 50 bps over the previous year.
services, low-code and no-code applications, AI and so on
helped fortify these areas of expertise in the chosen verticals. The net profits (after minority interest) and excluding one-offs
This was also a year when we laid the foundation for our growth for the year increased by 22.7% and stood at Rs. 8,117 million,
journey towards the next milestone of US$ 2 billion in revenue implying a net margin of 10.1%. The effective tax rate (excluding
through significant investments and initiatives to materially one-offs) for the year stood at 20.4% as against 17.0% in the
enhance firm’s leadership, capabilities, and execution prowess. previous year.

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During the financial year, we added net 724 people to our Independent Director) w.e.f. May 07, 2022. The current
headcount. Total headcount of the firm stood at 23,224, at the composition of the Board of the Company is as under:
end of FY23. The firm added 480 fresh graduates from college
Name of the Director & DIN Designation
in Fiscal 2023.
Mr. Basab Pradhan (00892181) Independent Director- Chairperson
The Management’s Discussion & Analysis (MD&A) of the Chief Executive Officer & Executive
Company’s global business during the year under review as well Mr. Sudhir Singh (07080613)
Director
as business outlook, along with a discussion of internal controls Mr. Hari Gopalakrishnan (03289463) Non-Executive Director
& risk management and mitigation practices, appears separately Mr. Patrick John Cordes (02599675) Non-Executive Director
in this Annual Report. Mr. Kenneth Tuck Kuen Cheong
Non-Executive Director
Consolidated financial statements (08449253)
Mr. Kirti Ram Hariharan (01785506) Non-Executive Director
The consolidated financial statements are enclosed in addition to Mr. Ashwani Puri (00160662) Independent Director
the standalone financial statements pursuant to section 129(3) Ms. Mary Beth Boucher (09595668)* Independent Director
of the Companies Act, 2013 read with all relevant Rules and
amendments thereto & SEBI (Listing Obligations & Disclosure Note: *Ms. Mary Beth Boucher has been appointed as the Additional
Requirements) Regulations, 2015 as amended, prepared in Director (Woman Independent Director w.e.f. May 07, 2022).
accordance with the Accounting Standards prescribed by ICAI
Directors retiring by rotation
in this regard. The consolidated Financial Statements together
with Auditors Report thereon form the part of the Annual Report. Mr. Sudhir Singh and Mr. Kenneth Tuck Kuen Cheong, Directors,
retire by rotation and being eligible, offer themselves for re-
Return of surplus funds to Shareholders (Dividend)
appointment at the 31st Annual General Meeting of the Company
During the FY23, we continuously followed the practice of scheduled to be held on 6th July, 2023.
returning of surplus cash available with the Company to the
shareholders and based on the Company’s performance, the Independent Directors
Directors have declared four interim dividends, of INR 64 per Pursuant to the provisions of Section 149 of the Companies Act,
equity share involving a cash outflow of INR 390.60 crores 2013 & SEBI Listing Obligations & Disclosure Regulations, 2015
aggregating during the year. as amended, Mr. Basab Pradhan was appointed as Independent
Transfer to Reserves Directors of the Company by the Shareholders upto June 28,
2024. There are two other Independent Directors on the Board
During the year, the Company has not transferred any amount to of the Company Mr. Ashwani Puri & Ms. Mary Beth Boucher.
the General Reserves. The composition of the Board is in accordance with the terms
Material changes and commitments, if any, affecting the of the SEBI Listing Obligations & Disclosure Regulations, 2015
financial position of the Company which have occurred as amended & Companies Act, 2013 as amended from time
between the end of the Financial Year of the Company to to time. On May 06, 2022, the Nomination and Remuneration
which the financial statements relate and the date of the Committee approved and recommended to the Board, the
Report & change in nature of business, if any appointment of Ms. Mary Beth Boucher as Additional Woman
Independent Director. The Board & Shareholders approved the
There have been no material changes and commitments
said appointment of Ms. Mary Beth Boucher with effect from May
affecting the financial position of the Company subsequent to
the close of the Financial Year to which Financial Statements 07, 2022 on mutually agreed terms and conditions.
relate and the date of the Report. All Independent Directors have given declarations that they
COMPANIES ACT DISCLOSURES & CORPORATE meet all the requirements specified under Section 149(6) of the
GOVERNANCE Companies Act, 2013 and SEBI Listing Obligations & Disclosure
Regulations, 2015 as amended. The eligible Independent
Annual Return directors had qualified the proficiency test, as prescribed by
As required, pursuant to section 92(3) of the Companies Act, the IICA. In the opinion of the Board, the Independent Directors
2013 read with Rule 12(1) of the Companies (Management and possess the requisite expertise and experience and are persons
Administration) Rules, 2014 every company shall place the copy of high integrity and repute. They fulfil the conditions specified
of annual return on the website of the Company, if any and shall in the Act as well as the Rules made thereunder and are
provide the web-link of the same in this report. independent of the management.
Since the Company has a website the Annual return is uploaded During the year, Independent Directors of the Company had no
on the website of the Company and the web link for the same is pecuniary relationship or transactions with the Company, other than
https://www.coforge.com/investors/statutory-disclosures sitting fees, commission and reimbursement of expenses incurred
by them for the purpose of attending meetings of the Company.
Directors
The Company has appointed Ms. Mary Beth Boucher (DIN: Details of the Familiarization program for Independent
09595668) as Additional Director (Woman – Non Executive Directors of the Company are available on the website of the

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ANNUAL REPORT 2022-23
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Company at https://25186482.fs1.hubspotusercontent-eu1. d. The Annual Accounts are prepared on a going concern


net/hubfs/25186482/Familarization-Programme-Independent- basis;
Directors.pdf Further, at the time of appointment of an
e. Suitable internal financial controls have been implemented
Independent Director, the Company issues a formal letter by the Company and such internal financial controls are
of appointment outlining his/her role, functions, duties and adequate and are operating effectively.
responsibilities. The terms and conditions of the appointment
of Non-Executive Directors are placed on the website of the f. Proper systems have been devised to ensure compliance
Company at www.coforge.com with the provisions of all applicable laws and such systems
are adequate and are operating effectively.
Key Managerial Personnel
g. Based on the framework of internal financial controls and
Pursuant to the provisions of Section 203 of the Companies Act, compliance systems established and maintained by the
2013, the Company has the following Directors/ employees as Company, the work performed by the internal, statutory and
Whole-time Key Managerial Personnel as on March 31, 2023: secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting
a) Mr. Sudhir Singh – Chief Executive Officer & Executive
by the statutory auditors and the reviews performed by
Director
management and the relevant board committees, including
b) Mr. Ajay Kalra - Chief Financial Officer the audit committee, the Company’s internal financial
controls were adequate and effective during FY 2023
c) Ms. Barkha Sharma - Company Secretary
Deposits from Public
Changes in the status of KMPs during the year:
The Company has not accepted any Deposits under Chapter
There was no change in the status of the KMPs during the FY V of the Companies Act, 2013 during the year and hence no
2022-23. amount of principal or interest was outstanding on the date of
Number of meetings of the Board the Balance Sheet.

The Board of Directors of the Company met 7 (Seven) times in Insolvency & Bankruptcy Code, 2016
the FY 2022-23. The details pertaining to the Board Meetings and There were no proceedings initiated/pending against your
attendance are provided in the Corporate Governance Report. Company under the Insolvency and Bankruptcy Code, 2016
The intervening gap between two Board Meetings was within the which impacts the business of the Company.
period prescribed under Companies Act, 2013 and SEBI Listing
Difference in amount of valuations, if any
Obligations & Disclosure Regulations, 2015 as amended. The
details of the attendance and other relevant details are provided There were no instances where your Company required the
in the Corporate Governance Report. valuation for one time settlement or while taking any loan from
the Banks or Financial Institutions.
Directors’ Responsibility Statement
Share Capital
As required under Section 134(3)(c) read with 134(5) of the
Companies Act, 2013, the Board of Directors of the Company a) Issue of equity shares with differential rights or sweat
hereby states and confirms that:- equity shares
During the year, the Company has not issued any equity
a. In the preparation of the Annual Accounts, the applicable
shares with differential rights/sweat equity shares under
Accounting Standards have been followed along with
Companies (Share Capital and Debentures) Rules, 2014.
proper explanation relating to material departures;
b) Issue of Employee Stock Options
b. The Company has selected such accounting policies
and applied them consistently and made judgments and During the year, the Company issued 1,73,928 (One Lakh
estimates that are reasonable and prudent so as to give a Seventy Three Thousand Nine Hundred Twenty Eight)
true and fair view of the state of affairs of the Company at Equity shares on the exercise of stock options under the
the end of the Financial Year and of the Profit & Loss of the Employee Stock Option Scheme of the Company (ESOP
Company for that period; 2005). Consequently, the issued, subscribed and Paid-
up Equity Capital increased to Rs.61,08,70,800 as at
c. Proper and sufficient care has been taken for the March 31, 2023 pursuant to Rule 12(9) of Companies
maintenance of adequate accounting records in accordance (Share Capital and Debentures) Rules, 2014. The grant-
with the provisions of this Act for safeguarding the assets wise details of the Employee Stock Option Scheme are
of the Company and for preventing and detecting fraud and partially provided in the Notes to Accounts of the Financial
other irregularities; Statement in the Annual Report and a comprehensive

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ANNUAL REPORT 2022-23
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note on the same forms part of the Board Report, which Nomination and Remuneration Committee
is available on the website of the Company (www.coforge.
The Company has a duly constituted Nomination & Remuneration
com/investors).
Committee under the provisions of Section 178 of the Companies
c) Provision of money by Company for purchase of its Act, 2013 & SEBI Listing Obligations & Disclosure Regulations,
own shares by employees or by trustees for the benefit 2015 as amended. The Nomination & Remuneration Committee
of employees with the following as members:
In terms of Rule 16(4) of Companies (Share Capital and 1. Ms. Mary Beth Boucher – Chairperson of the Committee*
Debentures) Rules, 2014, the Company has not provided
any funds for purchase of its own shares by employees or 2. Mr. Basab Pradhan
by trustees for the benefit of employees. 3. Mr. Hari Gopalakrishnan
d) Buy-back of equity shares of the Company Note:
The Company has not bought back any shares during the *Ms. Mary Beth Boucher was appointed as member and
year.
Chairperson of the Committee w.e.f. May 07, 2022.
COMMITTEES OF THE BOARD
The details of the attendance in the meetings, terms of reference
The Board of Directors has the following Committees: and other relevant details are disclosed under the Corporate
1. Audit Committee Governance Report of the Company. During the year, the
Nomination and Remuneration Committee also passed the
2. Nomination & Remuneration Committee
circular resolutions on May 14, 2022, July 24, 2022, September
3. Stakeholders’ Relationship Committee
20, 2022, December 02, 2022 and January 14, 2023.
4. Risk Management Committee
Stakeholders’ Relationship Committee
5. Corporate Social Responsibility Committee
In terms of provisions of section 178 of the Companies
Audit Committee
Act, 2013 & Regulation 20 of SEBI (Listing Obligations and
The Audit Committee of the Company is constituted as per Disclosure Regulations), 2015, the Company has reconstituted
Section 177 of the Companies Act, 2013 & Regulation 18 of the Stakeholders’ Relationship Committee during the year. The
SEBI Listing Obligations and Disclosure Regulation, 2015 as Committee is headed by a Non-Executive Director Mr. Kirti Ram
amended, and it consists of all Independent Directors. The details Hariharan and consists of Mr. Basab Pradhan and Mr. Patrick
of the attendance in the meetings and other details are provided John Cordes as members of the Committee. Ms. Barkha Sharma
in the Corporate Governance Report. The Audit Committee of Company Secretary is also is Secretary for Stakeholders’
the Board comprises of the following members:
Relationship Committee meeting
1. Mr. Ashwani Kumar Puri - Chairperson
The scope of Stakeholders’ Relationship Committee is as per
2. Mr. Basab Pradhan SEBI Listing Obligations & Disclosure Regulations, 2015. The
Committee has delegated work related to share transfer, issue of
3. Ms. Mary Beth Boucher*
duplicate shares, dematerialisation/rematerialisation of shares to
Mr. Ashwani Kumar Puri, an Independent Director is the Chairman the Share Transfer Committee which reports to the Committee.
of the Committee and Ms. Barkha Sharma is the Secretary to Details pertaining to the number of meetings of the Committee
the Committee. The Board accepted all the recommendations held during the year and terms of reference, functioning and
of the Audit Committee made during the year. Details pertaining scope are given in the Corporate Governance Report in detail in
to the number of meetings of the Committee held during the terms of the requirements under SEBI Listing Regulation, 2015
year and terms of reference, functioning and scope are given
as amended.
in the Corporate Governance Report in detail in terms of the
requirements under SEBI Listing Regulation, 2015 as amended. Corporate Social Responsibility (CSR) Committee

The company also conducts pre-meetings of Audit Committee In terms of provisions of the Companies Act, 2013 & Rule 9 of
Chairman with management officials including CFO/Internal Companies (Corporate Social Responsibility Policy) Rules, 2014
Auditors/Statutory Auditors respectively before the quarterly read with various clarifications issued by Ministry of Corporate
meetings for his review and comments to incorporate the same. Affairs, the Company has a CSR Committee which formulates
and recommends to the Board, a Corporate Social Responsibility
Note:
(CSR) Policy indicating the activities to be undertaken by the
*Ms. Mary Beth Boucher was appointed as member w.e.f. May Company, as per Schedule VII to the Companies Act, 2013,
07, 2022. recommending the amount of expenditure to be incurred and

23
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monitoring the expenditure and activities undertaken under the objective is to sponsor holistic development of 2600 children by
CSR Policy of the Company. Details pertaining to the number supporting various educational, digital skilling, and skill development
of meetings of the Committee held during the year and terms initiatives. Coforge’s executive team, and employees help to make
of reference, functioning and scope are given in the Corporate this connection more meaningful and memorable by volunteering in
Governance Report in detail in terms of the requirements under recurrent visits and day-long workshops.
SEBI Listing Regulation, 2015 as amended. The constitution of
the CSR Committee is as follows:
1. Mr. Kirti Ram Hariharan (Chairman of the Committee)
2. Mr. Hari Gopalakrishnan
3. Mr. Ashwani Kumar Puri
4. Mr. Kenneth Tuck Kuen Cheong
Coforge- Corporate Social Responsibility FY23
CSR programs at Coforge Group are driven by care, compassion,
and commitment. We are catalysts in transforming lives through
our social initiatives. As a socially responsible corporate, we
acknowledge our responsibility to enable growth and development
of communities and to positively impact the environment. We have 2. Vidya & Child
been earnestly trying to make a difference to thousands of lives Through the Vidya & Child project, Coforge assists over 1310
through our interventions in the areas of education & employability, children by sponsoring their studies, educational materials such
rural development, livelihood enhancement, animal welfare, as textbooks and workbooks, stationary, arranging life skills
environment conservation and sustainability. training, setting up computer labs and maintenance, renovating
schools, planning various educational interventions such as
Our Focus: At Coforge, we are committed to identifying and
field trips and awareness sessions, and coordinating numerous
supporting programs aimed at:
A )Education, Skill development and Employability: Education
is a major catalyst for societal transformation. To bridge the
educational equity gap, we help marginalised populations gain
access to holistic, high-quality education and improve their skills
for employability. Our programmes assist students in breaking
free from the constraints of their socioeconomic background and
realise their full potential. We have a solid programme in place,
in collaboration with our NGO Partners, to assist the education
of over 47300 children across the country. This includes not
only funding for their schooling, but also teaching them life skills
recreational events. Coforge’s support contributed to lower
necessary for survival.
school dropout rates, a better learning environment, and
1. Udayan Care academic development for students.

We collaborate with Udayan Care to help marginalized girls


continue their education. The Udayan Shalini project focuses on
girls’ education so that they can lead a better life. Additionally, our

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started their small-scale businesses and increased income by


more than 400% on average. The support of school fees helped
students to stay in the mainstream of education.350 people from
Kolhapur benefited from the entrepreneurship training program
sponsored by us.
4. Margadarshi

3. CYDA - (Centre for Youth Development and Activities)


Coforge assisted 200 people with disabilities and their
Coforge works with CYDA to create an enabling environment in families (1400) in becoming self-actualizing, respected
society for young people to grow as responsible and independent human beings and socially equal partners. We assist them
adults. FY 22-23 Coforge supported 1544 COVID affected by holding screening and evaluation camps for appropriate
families – widows for livelihood and children for education at Pune assistive devices at the block level. 20 wheelchairs and
40 mobility aids such as callipers, walkers, crutches have
and Kolhapur locations. Through our support, affected families been distributed, and children and parents have received
instruction in their proper use and maintenance.
5. Sparsha
Coforge supported Covid affected families by sponsoring
school fees, counselling, guiding to obtain schemes for social
entitlements in coordination with SPARSHA TRUST. As a
result, 32% of children scored more than 60% potential dropout
children have continued their education, family income has
increased, children started participating in various activities
that shows increase in confidence. Coforge employees also
volunteered to celebrate New Year with kids.

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8. Vidyadaan Sahayak Mandal


Supporting needy students to their higher education in streams
like engineering, medical, nursing, and teaching. The NGO
partner hand holds them by providing individual counselling and
mentoring for overall development. Through this intervention, we
are supporting 145 students.

6. Ashagram
In coordination with Ashagram, Coforge supports 103 disabled
children. These neglected young adults were alienated by
families and society. Through our grant, they can sustain and
live their life with dignity. We are sponsoring their medical

9. Kriti
Coforge supports Project Shiksha at Hyderabad in coordination
with Kriti organisation. They work with 4 Government primary
expenses, helping with construction of girl’s residential care
schools for capacity building of teachers, setting up the
units, installation of CCTV cameras, sanitation and healthcare
computer labs and other infrastructure. Robotics workshops
with over 1000 children across 10 government high schools
are also conducted. This program trains all the children on
robotics and teaches the children 21 different activities in a
one-day workshop. Further, interested children are included
in a science club and given advanced kits so that they can
develop their interest. These children are given monitoring
support to encourage a real interest and understanding of the
principals of robotics.

7. Lend a Hand-Skill development


In coordination with Lend a Hand, Coforge supports
underprivileged youth in developing skills such as communication,
networking, problem-solving, creative thinking, digital skills,
teamwork. This project further helps personal development of
540 lives.

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11. Community Library with RURAL EDUCATION AND


DEVELOPMENT (READ) INDIA
As a service to the community, Coforge is setting up a state-of-
the-art public library on 12000 sq ft area, in sector 59 Noida.
This is the first time a corporate has stepped forward to set
up a community library providing free access to high quality
resources. On identifying the need, Coforge planned this
immaculate contribution to the city of Noida. All communities and
marginalized sections will be welcome to access resources in

10. Industry – Academia partnership

Coforge supported universities like Chandigarh University and


Amity University to set up AI labs. These helped to provide
agricultural solutions for farmers. These solutions helped

the library.This library promises to be an outstanding example of


a sustainable library which houses a repository of books across

identification of diseased crops and developing low-cost smart


crop monitoring systems. Coforge Lab has been leveraged
extensively by students pursuing AI / ML studies to develop genres and multifarious notable authors. This knowledge hub
solutions listed above for the betterment of the society. Reached would undoubtedly benefit the community.
over 6000 students to enrich their knowledge

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B.Environment Conservation, Sustainability and Livelihood


generation:
Every drop contributes to make an ocean, and every contribution
towards the environment is valuable. To ensure that the global
agenda of climate change and sustainability is driven in even
the remotest areas, we at Coforge support multiple projects. We
also focus on strengthening rural and urban areas by improving
environmental, health care, women empowerment, infrastructure
development, drinking water, sanitation, sustainable livelihood,
animal welfare and organic farming.
Nutrition Garden of Vegetables
1. BAIF (Bharatiya Agro Industries Foundation)
3. Sehgal Foundation
The objective of this project was integrated livelihood approach
for enhanced income and food security of villagers. With a view to We support rural development projects in 3 villages of Greater
increasing farmers’ income multiple interventions were planned. Noida and 10 villages of Hyderabad. Major interventions in
This included promoting commercial vegetable cultivation the project are rejuvenation of village ponds, promotion of
through Hi-tech and trellis system of vegetable cultivation. This sustainable agricultural practices and transformation of school
resulted in improving crop productivity. Breeding services for infrastructure. We are supporting usage of renewable resources
crossbreeding and methods to increase fodder availability were by installation of solar streetlights, solar spray pumps, solar
followed. Outreach :4584 villagers torches. We have helped to establish a ‘Village Development
Committee’ and are supporting its capacity building.

2. Swayamsiddha:

This project focuses on improved agricultural practices


&promotion of sustainable livelihoods. The NGO helps to
distribute seeds and fruit saplings. They also advise on goat
rearing and poultry as means of livelihood. Capacity building
sessions, exposure visits, skill & entrepreneurship training are
undertaken for villagers. The approach of the project is of
comprehensive village development. Outreach: 5416 villagers
Solar Panal and streetlight at Bhabokara village

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4. SAFE (Social Action for Forest and Environment) would also help in installing cloth bag vending machines to reduce
use of plastic. The implementing partner would also mobilise
Mini Biodiversity Parks (urban forestation) With a view to transport vehicles for waste segregation and collection. Sessions
adding green cover in Noida and Ghaziabad,we are contributing would be planned for awareness generation. This project would
to creating mini biodiversity parks at 2 locations. Under these impact a population of 44000.
projects two indigenous fruit bearing forest trails in Noida have 6. Jnanprabodhini (Swadhar project)
been designed and developed that would eventually serve as We work with Jnaprabodhini organisation in Pasali valley, Pune
a ‘green lung’. This would also help in improving air quality in for holistic rural development. The outreach is 7293 villagers. Our
neighbouring localities and serve as an educational tool for efforts included promoting organic farming for soil nourishment
and reduction in usage of chemical fertilisers by 11,500 kgs.
young students. This includes plantation of 40000 trees and
Fuel efficient stoves are promoted to reduce deforestation and
maintenance, land levelling & preparation, and rejuvenation of pollution. We also hold interventions for improving women’s
ponds in the middle of the parks. This is Coforge’ s contribution health. Livelihood generation activities such as goat rearing,
to the city of its operations. helped to increase average income of farmers by 40%.

Lake rejuvenation at Noida - As per schedule VII, we are ensuring


environmental sustainability. Coforge is supporting revival and
rejuvenation of a Lake at Noida. In principle with water conservation,
we would be using recycled water using sewage treatment plant.
The team would also help to clean up the garbage dumping site
and convert it to a lake.

5. ILRT (Institute of Livelihood Research And Training)


We signed up with ILRT for promotion of sanitation by Solid and
Liquid Waste Management in Noida. This includes plastic waste
collection from public places, research, and analysis.The NGO

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7. Animal Welfare The same provides for adequate safeguards against victimisation
of director(s)/employee(s) who avail of the mechanism and
Supporting over 1500 animals across 3 locations. The NGO
also provides for direct access to the Chairman of the Audit
partners( Voice of street dogs, Kannan animal welfare, People for
Committee in exceptional cases. It is affirmed that no person
animals ) help to arrange food, shelter,and medical assistance for
has been denied access to the Audit Committee.
stray animals.
Policy for Determining Material Subsidiaries

The Policy for determining the material subsidiaries of the


Company is in terms of the amendments in the SEBI Listing
Obligations & Disclosure Regulations, 2015. The said Policy is
available on the Website of the Company at https://www.coforge.
com/

Risk Management Policy

The Company has developed and implemented a risk


Risk Management Committee management framework for identification of elements of risk,
which in the opinion of the Board need close scrutiny.
The Committee comprises of the following Directors:
Dividend Distribution Policy
1. Mr. Basab Pradhan (Chairperson)
The Company has a Policy for Distribution of Dividend under
2. Mr. Hari Gopalakrishnan
Regulation 43A of SEBI (Listing Obligations and Disclosure
3. Mr. Sudhir Singh Requirements) Regulations, 2015 This policy aims at laying down
a broad framework for considering decisions by the Board of the
The Internal Auditor is invited to the Committee meetings & the
Company, with regard to distribution of dividend to shareholders
Company Secretary of the Company is the Secretary to the
and/or retention or plough back of its profits. The Policy is enclosed
Committee. The terms of reference of the Committee are provided
as Annexure -A of the Report and is also available on the website
under the Corporate Governance Report of the Company. All the
of the Company.
Directors are invited for all the Meetings who are not serving
members of the RMC. Code of Conduct

POLICIES OF THE COMPANY The Company Code of Conduct is available on the website of
the Company at https://www.coforge.com/. The Chief Executive
Nomination & Remuneration Policy
Officer of the Company has given a declaration that the Directors
Pursuant to the provisions Section 178(3) of the Companies Act, and Senior Management of the Company have complied with
2013, the Board has on the recommendation of the Nomination the Code of Conduct during the year 2022-23.
and Remuneration Committee framed a policy for selection
Code on Prevention of Insider Trading
nomination and / or appointment of Senior Management
including Directors of the Company and their remuneration. The The Company has formulated and adopted a Policy in
Policy has been revised by the Board of Directors during the accordance with the requirements of SEBI (Prohibition of Insider
year in terms of the amendments in the SEBI Listing Obligations Trading) Regulations, 2015 as amended. The Policy lays down
& Disclosure Requirements Regulations 2015 as amended, The the guidelines and procedures to be followed, and disclosures
detailed Policy is stated in the Corporate Governance Report. to be made while dealing with the shares of the Company along
with consequences for violation. The policy is formulated to
Vigil mechanism/Whistle Blower Policy
monitor, regulate and ensure reporting of deals by employees
In view of the requirement as stipulated by Section 177 of while maintaining highest level of ethical standards while dealing
the Companies Act, 2013 read with Rule 7 of the Companies in the Company’s securities. The policy is amended to bring it in
(Meeting of Board & its power) Rules, 2014 and Corporate line with the provisions of the prevailing regulations, from time
Governance under SEBI Listing Obligations & Disclosure to time.
Regulations, 2015 as amended, the Company has complied with
In compliance to the SEBI PIT Regulations, the Company has a
all the applicable provisions and has adopted a Whistle Blower
robust Code of Conduct to prohibit and monitor insider trading in
Policy duly approved by the Audit Committee to report concerns
the Company, which is strictly followed within the Company and
about unethical behaviour, actual & suspected frauds, or violation
the reporting is done to the Audit Committee/Board at regular
of Company’s Code of Conduct and Ethics. The policy is hosted
intervals. The company adopted a stringent penalty framework
on the website of the Company.
for any violations. Training programs were also conducted

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to spread awareness and self-assessment test. Further, the Members of the Company excluding the statement of particulars
Company is working rigorously on the effective compliance of of employees under Rule 5(2) of the Companies (Appointment
SEBI PIT Regulations with all the amendments being discussed and Remuneration of Managerial Personnel) Rules, 2014. Any
and their implementation within stipulated time period. Pursuant Member interested in obtaining a copy of the said statement may
to the provision of Regulation 3(5) and 3(6) of SEBI (Prohibition write to the Company Secretary and the said annexure is also
of Insider Trading) Regulations, 2015 read with SEBI Circular open for inspection at the Registered Office of the Company.
issued in this regard and in view of Coforge Code of Conduct
CONSERVATION OF ENERGY AND TECHNOLOGY
to regulate, monitor and report trading by designated persons
ABSORPTION
(“Coforge PIT Code”), the Company has put in place a Structured
Digital Database System and quarterly Compliance Certificates Conservation of energy and environment-friendly initiatives
as required under the Regulations duly issued by Company
Environmental sustainability aims to improve the quality of
Secretary/Ranjeet Pandey and Associates – Practicing Company
human life without putting unnecessary strain on the earth’s
Secretary firm after their review and assessment were submitted
supporting ecosystems. The sense of environment sustainability
to Stock Exchanges.
shares the responsibility to conserve natural resources and
Code of Fair Disclosure protect global ecosystems to support health and wellbeing, now
and in the future. It’s about creating an equilibrium between
The Company’s Code of Fair Disclosure is placed on the website
consumerist human culture and the living world. We can do this
of the Company https://www.coforge.com/.
by living in a way that doesn’t waste or unnecessarily deplete
PERFORMANCE EVALUATION natural resources. An ‘unsustainable situation’ occurs when
natural resources is used up faster than it can be replenished.
The Board carried out the annual evaluation of its own
performance, of the Directors individually as also of its statutory We at Coforge Limited always strive to improve our environmental
committees, pursuant to the provisions of the Companies Act, performance continuously to improve upon our carbon footprint
2013 and SEBI Listing Obligations and Disclosure Requirements performance and contribute our bit towards environment we
Regulations, 2015 as amended. The evaluation was based on a participated in the annual flower shows and winning the same
comprehensive set of criteria finalised by the board members. for fifth years in a row. At Greater Noida the company is having a
The Board considered the evaluation of the members based on lush green 25 acres campus comprising of a “Valley of Flowers”,
one-on-one meetings, questionaire and the directors who were Herbal Garden and Fruit Garden. We also encourage our
subject to evaluation did not participate in the process. The employees and clients for tree plantation activity in the nearby
performance evaluation of the Independent Directors was carried villages and forest area.
out by the entire Board excluding the Director being evaluated.
As a major initiative for the resource consumption in the
The performance evaluation of the Chairman and the Non-
campus, we have adopted the sensor based water taps for
Independent Directors was carried out by Independent Directors.
water dispensing and lighting system. To reduce the fresh water
The Chairperson communicated the feedback to concerned
consumption, wastewater being recycled with the onsite available
stakeholders. The Directors expressed their satisfaction to the
water treatment system and is being utilized for low-end uses,
evaluation process.
i.e. Horticulture, Flushing etc. The employee transport fleet has
MANAGERIAL REMUNERATION & PARTICULARS OF been converted from diesel/ petrol to CNG, which is a cleaner
EMPLOYEES fuel and significantly reduced the company’s carbon footprint.
The roof top area of the offices are being utilized for the solar
The information required under section 197(12) read with Rule
energy generation, which contributes to reduction of carbon foot
5(1) of the Companies (Appointment and Remuneration of
print of organization, along with that the management has also
Managerial Personnel) Rules, 2014, is provided in Annexure-B.
working toward getting a solar based energy connection of 4 MW
Further, the managerial remuneration is also provided in the
to power the campus facilities. This would be a leap to meet the
Corporate Governance Report. The information as required
global standards and join the sustainability crusade.
under Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) of Companies (Appointment and Remuneration of As a part of green initiative, as well as to improve upon the
Managerial Personnel) Rules 2014, is applicable and forms part energy consumption pattern we have migrated from LPG
of the Report. connection to PNG Connection aiding us save 10-15 % on our
energy consumption requirement and also helped us improve
However, as per first proviso to Section 136(1) of the Act and
our carbon footprint and minimize hazards associated with the
second proviso of Rule 5(2) of the Companies (Appointment
use of gas cylinders.
and Remuneration of Managerial Personnel) Rules, 2014,
the Report and Financial Statements are being sent to the Coforge offices are single use plastic free zones and plastic
waste generation is limited to the packaging material, the same

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is being disposed thorough authorized recyclers. Food and stacked agile teams that focus on modern/cloud based
horticulture waste material is being process in house for manure technologies.
production, which is utilized further in horticulture. E- waste
• Cloud Hyper-scaler & Security Capabilities Tier:
material generated from the campus is being disposed only
Infrastructure is built on Agile, Nimble and Reliable design
through government authorized recycler in environment friendly
principles that have built in security capabilities.
manner.
We always strive to be at the forefront of emerging technologies
Coforge Greater Noida campus got recertified with LEED Green
and use the same for realising Business Value for our clients.
Building Platinum standards for operation and maintenance from
Our Innovation mindset, Design Thinking methodology and
US Green Building Council. Same is being projected for other
focus on Emerging Technologies and Patterns help us use these
location offices.
technologies to gain disproportionate value for the business.
At Coforge we don’t leave a chance to showcase our environment
Amongst others, following are the key technologies and
commitment, like every year this year also we participated in
horizontal capabilities that Coforge has used effectively
Noida Floriculture competition conducted by Noida Authority and
during FY23:
stood first in the competition fifth year in a row.
Generative AI: Burgeoning technology area, has garnered
Coforge is certified with Environment Health & Safety Management
significant interest among our clients. Over the past year, we
System (EHSMS) in agreement of the i.e. ISO 45001:2018 and
have been at the forefront of evangelizing Generative AI and have
ISO 14001:2015 standards. To ensure the effectiveness of the
implemented use cases for BFS, Insurance, Travel, Hospitality
standards, the management system undergoes though periodic
and Healthcare verticals. By working closely with Microsoft for
internal and external surveillance audits.
Azure OpenAI platform, a renowned leader in this space, we
Environmental commitment cannot be fulfilled alone until we have implemented innovative use cases.
all are aware of our environmental impacts, until we inculcate
Metaverse: Emerging technology area, has sparked significant
concept of sustainability in our routine and to achieve the same
interest among our clients. Over the past year, we developed
we have also launched environment health safety training module
various use cases in areas such as virtual bank branches, travel
at global level where every employee needs to go through the
desks, contact-centre, employee onboarding, training, and Digital
awareness training to improve its environment act.
Humans, among others. We also organized our annual two-day
Technology absorption and R&D (Research & Development) Technology Conference in the Metaverse, allowing hundreds
of Coforge personnel to remotely participate in the conference.
Coforge is a client centric and growth obsessed organization,
Our partners for Metaverse include Microsoft, Virbela, Gesture
focusing on providing holistic and integrated solutions that are
Research, Pointr, and others. Our efforts in the Metaverse space
Desirable (Strategic Design), Viable (Domain Consulting) and
have been recognized by HFS Research, which has identified
Feasible (Enterprise Architecture) to our clients globally.
Coforge as an Enterprise Innovator in their Horizons 2023 -
Our GTM and Integrated solution approach to solve client Metaverse Services research report.
problems leverages a 4-tiered approach:
Blockchain & Web3: These technologies have matured now
• Strategy Tier: The overarching strategy for the enterprise and new & better use cases are emerging. Coforge has been
is chalked out at the cusp of Domain Consulting + Strategic actively participating in this arena with partners like Hedera and
Design + Enterprise Architecture. We co-work with our AWS. Innovative solutions have been developed for our clients
clients in a strategic partnership to define their long-term including for Belgium based Insuretech startup and Swirlds labs.
transformation roadmap. Our product for Invoice discounting marketplace has garnered
much interest from the market.
• Technical Capabilities Tier: To realize the transformative
roadmap we leverage our horizontal technical capabilities Composable Architecture: Has emerged as an effective
as end-to-end Value Streams. Our Technical capabilities solution to address the challenges of enabling seamless
span across: User Experience, Process Journeys, High and consistent experience across multiple touchpoints and
Velocity Engineering, AI & Analytics and Packaged channels while delivering at accelerated pace. We have created
Applications. reference architecture and frameworks to support Composable
Architecture for Banks. By leveraging micro frontends and
• Product Engineering Capabilities Tier: To realize
composable architecture, banks can empower product squads
Platforms and Products, we leverage new ways of working
to work independently in parallel to develop micro apps. These
and iteratively implement them with a business aligned
apps get composed seamless to provide the users a modern
IT operating model, Product Management, Full Stack
cross-channel experience. We are already implementing this
Developers, DevSecOps, Quality Engineering, based fully

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with a UK bank and have consulted with a middle east bank Digital: Consumer expectations are evolving at an unprecedented
to take a composable architecture approach in their multi-year pace, this is creating more demand than ever before for powering
program to modernize their corporate portal. meaningful Digital Experiences, Products and Services to
increase Consumer Delight. To solve for this, we at Digital are
Hyper-scalar Alignment & Investments: We have placed our
focused on creating Business Value by powering Consumer
big bets on realizing at improved velocity the Journey to Cloud
Solutions at Speed and Scale. As a part of our Digital Value
for our clients and have made deep investments in aligning our
Proposition, we focus on the below areas: Innovating Businesses,
operating model to AWS, Azure and GCP dedicated hyper-
Elevating Experiences, Contextualizing Actions, Digitalizing
scalers structure with integrated solutions cutting across Infra
Processes, Modernizing Systems, Connecting Enterprises
+ Apps + Data. We lead with Cloud maturity assessment, define
and Productizing Solutions. In order to bring the above Digital
the disposition strategy using R-Lane analysis and create a
Value Proposition to live, we have meaningfully organized our
business plan based on the Cloud economics and its associated
Digital organization into 4 Practices to drive specific capabilities:
benefits
1) Interactive Services: All Experience related capabilities are
Strategic Design and Marketing: We are building strategic housed in Interactive Services Practice. Innovating Businesses
partnerships in this space and co-work with our partners to and Elevating Experiences part of the Digital Value Proposition
take human centred approach to solving client problems. Our is aligned to this Practice. 2) Product Engineering: All Modernize
differentiated approach includes: interviewing stakeholders, related capabilities are housed in Product Engineering Practice.
conducting ethnographic research, identifying personas, building Modernizing Systems and Productizing Solutions part of the
customer journeys and realizing MarTech and Commerce Digital Value Proposition is aligned to this Practice. 3) Connected
implementation and rollouts. Enterprise: All Responsive related capabilities are housed in
Connected Enterprise Practice. Modernizing Systems and
Cybersecurity and Compliance: We focus towards information
Connecting Enterprise part of the Digital Value Proposition is
security and ensure we are in line with modern day IT and cyber
aligned to this Practice. 4) Intelligent Automation: All Optimize
security challenges. Coforge has made significant addition to its
related capabilities are housed in Intelligent Automation Practice.
cyber security preparedness by integrating third-party Threat
Contextualizing Actions and Digitalizing Processes part of the
Intelligence Services. We now leverage advanced services
Digital Value Proposition is aligned to this Practice.
including Dark Web and Deep Web Monitoring, Attack Surface
Management, Brand Protection, and Cyber Threat Intelligence Salesforce: We help enterprises build stronger, more
for safety and privacy of our information assets. We have valuable relationships with customers and partners across
integrated IBM QRadar SIEM platform for automated event and all engagement channels. We combine our deep industry /
log monitoring of compute and network devices in our network. domain expertise with the senior mix of Salesforce technical
The platform has also been integrated with other security and functional experts that is required to implement complex
platforms in use at Coforge, giving our 24x7 dedicated Cyber Sales, Service and Marketing transformations. We have worked
Intelligence Centre team a unified way of assessing threats and on multi-pronged strategy creation for our clients to reengineer
a high level of automation towards accurately identifying and legacy infrastructure through digitization into a modern state-
reporting for quick remediation. We have achieved advanced of-the art platforms. Keeping the cloud architecture vision
compliance certifications like SOC2 Type 2 + HIPAA, in addition in focus, Coforge’s solution focus on abstracting data from
to ISO27001, across the firm. Demonstrating the maturity of our mainframes through core APIs and serverless technology on the
Business Continuity Planning, we have also achieved BCMS cloud. DynamicCustomer Journey Orchestration solutions are
22301:2019 certification for our Greater Noida, Bengaluru, developed for Mortgage Lending and Underwriting on Salesforce
Pune, and Kolhapur centres. Some of the notable new initiatives Financial Services Cloud and Service Cloud leveraging various
planned this year are, Enterprise-wide Privileged Access Salesforce technologies including Lightning Web Component
Management, to ensure controlled, monitored and Just-in-Time (LWC), OmniStudio and Salesforce Flow technologies. This
access for privileged accounts; and advanced technologies reusable journey orchestration solution can be easily configured
for Automated Detection and Autonomous Response to fast for Personal Loans, Auto Loans and Credit cards. Based on
spreading threats like Ransomware. We are also focusing on Zero specific customer needs, we have developed several reusable
trust security framework that has been gaining popularity among frameworks to include: 1) Loan origination customer journey
organizations globally as a proactive approach to cybersecurity orchestration which can be applied to Consumer, Credit Card,
for data protection and governance that focuses on maximize the Mortgages and other types of loan products. 2) Insurance
business value of customers data while maximizing security and industry Broker Management, to understand and manage the
reducing compliance risks. Over the past 1 year Coforge has profitability of activities of a large Broker network. 3) Customer
helped multiple customers in their journey to achieve zero trust Service Disruption Management for the travel industry.
security implementation.
MuleSoft: We help remove data silos and create a seamlessly

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connected ecosystem that allows instant access to information Pega:


and drives new, data-driven insights. Seamless customer
• Intelligent automation, Decisioning driven 1:1
experiences require companies to create a fully connected
customer engagement and customer service:
ecosystem, where data is continuously collected, analyzed and
Intelligent automation refers workflow and RPA driven
transformed to serve the needs of the entire value chain. The
case management, 1:1 customer engagement refers to
need is not only for a point-to-point integration but a multi-point to
personalized interaction (Sales, Service and Marketing)
multi-point cross connect systems. Unlocking data from legacy
between a customer and a business representative,
and/or business critical applications (leveraging out-of-the-box
leveraging the core AI engine. Pega has invested
connectors from MuleSoft), connecting to legacy applications
significantly in this technology and leveraging it for their
(such as files, queueing, databases etc.) and SaaS-based
core account growth strategy using Predictive analytics,
applications (such as workday, SAP, Service Now etc.) and
Adaptive model Natural language processing (NLP),
surfacing data from these disparate applications into granular
Text analytics, Decision management using customer
micro-services (alias System APIs), along with functionality (such
decision hub (CDH) and native platform machine learning
as data transformation / data aggregation / data orchestration)
capabilities. Coforge DPA has invested building this
embedded within Process APIs (across lines of business) helps
in building an API economy and thereby monetizing those APIs capability and built use cases across insurance, banking,
to deliver business outcomes quickly, with reduced operational public sector and others.
overheads. Our proprietary Mule 4 – Migration as a Service (M4- • Interactive, high performant and responsive UI/
MaaS) helpsaccelerate migration from Mule v3.x to Mule v4.x at UX: Pega Cosmos React & now constellation-based
a rapid pace and at a fraction of a cost. Our migration accelerator architecture includes a range of pre-built UI components
was vetted by MuleSoft product team as well and today Coforge that can be used out of the box or customized to fit the
along with MuleSoft have a combined Go-To-Market migration specific needs of a project, which are flexible to connect
strategy to drive customers moving towards Mule 4 and to take
to multiple systems, utilising Pega headless architecture
advantage of all the enhanced features. Another key value add
delivering seamless user experience across different
to talk about is our proprietary Retail Framework. Coforge has a
devices and multiple sources of data.
huge presence within the retail sector and what we understood
from our experience working with our customers is that there • Workflow and IDP synergy: Intelligent Document
is a lot of commonality in terms of the digital initiatives that all Processing (IDP) combines artificial intelligence (AI),
our customers think about (such as single view of inventory, 360 machine learning (ML), natural language processing (NLP),
degree customer view, omni channel initiatives etc.). Coforge’s optical character recognition (OCR), and automation to
Retail Framework helps in accelerating and delivering projects extract, analyse, and process data from various types of
faster, as we leverage prebuilt data models and customize them documents. IDP systems are designed to handle complex,
as required for our customers. unstructured, and semi-structured data from sources such
Data & Analytics: We support our clients across 4 main as forms, invoices, emails, contracts, and other business
areas helping them: 1) Modernize: Big Data, Cloud Data and documents. DPA is also actively proposing QUASAR (An
Data Management services help customers modernize data in-house intelligent document management system (IDP))
ecosystems (such as cloud data migration to AWS, Azure to clients supplementing Workflow solutions for scenarios
and GCP). 2) Monetize: Business Analytics innovations like document ingestion, Pre-processing, Text analysis
leveraging latest analytics technology platforms (e.g. Snowflake, and extraction and continuous learning, in use cases like
Databricks, Power BI, Celonis, Denodo, Dataiku) to help Claims and KYC.
customers implement data analytics and data science use cases
• Cloud migration and Upgrade: The latest versions of
for actionable insights. This also contains pre-built frameworks
Pega 8.8 Cloud features enable customers achieve on
and algorithms to accelerate data science development (e.g.
demand scalability and enhanced security using modern
Credit and Financial Crime Risk or Marketing decisioning). 3)
Kubernetes container-based architecture, keeping the
Manage: Consulting frameworks and templates to create and
implement data and Analytics strategy and to drive awareness user experience seamless. Coforge has built accelerators
and adherence (e.g., data governance policies and procedures, for Pega 8.8 upgrades including migration tool kit, upgrade
predictive model review /validation as per OCC guideline). 4) assessment and pseudo code. Using this upgrade service
Cognize: Cognitive AI solutions for text & document mining, offerings, we have delivered for one customer and have
creating knowledge graphs, Advanced analytics on Audio, signed two more opportunities.
Images and Videos to derive insights (e.g. advanced analytics • Coforge Healthcare (INFUSED) has developed multiple
algorithms for image, text, video classification).
solutions to provide though leadership client namely

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Interqual Connect Asset on Pega Marketplace facilitating Cloud & Infrastructure Management Services (CIMS): We
clinical information intake and workflow for Pega Care run business-critical systems and operations for our global
Management clients, ARC Asset (Authorizations Rule customers while ensuring security and scalability across
Center) for managing prior authorization rules in multiple public, private and hybrid clouds. We help clients reimagine
systems (demo capable mid-May). It also has architected and modernize their IT infrastructure strategy towards a flexible
disruptive platform for next generation provider office cloud environment that delivers fast and efficient business value
technology solution. while delivering superior digital workplace experience for their
employees. Our service offerings span across Cloud, DevOps
Appian & Low Code No Code:
& Automation, Data Centre, Network, Cybersecurity, Digital
• Hyper automation powered by AI: Coforge has effectively Workplace Services, and IT Ops Management.
used the Hyper automation capabilities of Appian like RPA,
Business Process Solutions (BPS): The BPS unit leads
AI, Unified Workflows and IDP to modernize and automate
with a digital-first approach, deep domain expertise, led by
elaborate workflows in traditionally manual processes.
experienced consultative practitioners - to deliver value in our
Our industry specific solution accelerators created for
3 E model - enhance customer experience, improve business
Insurance, Finance, Public Services and Travel have
effectiveness and increase efficiency. Our domain expertise
gained significant interest because of the end-to-end AI led
covers industry specific solutions like Banking, Cards, Mortgage,
automation leveraging the amazon.ai capability embedded
Financial Services, Insurance, Travel and Hospitality and cross-
in Appian.
industry solutions. The services we offer leverage leading
Using low code no code intelligent process automation and technology platforms and also point solutions with our tools like
API based routing, Coforge designed a trade management Copasys, a patented QA automation software to drive digitized
application for crypto brokerage enabling brokers, to processes in a platform plus services model. This is what leads
access real time market data, place trades and monitor to our core strategy of “Digital First, Digital Now” as we approach
portfolio performance in real time. In this solution, Coforge solving some of our customers’ compelling business problems
integrated Tradius system to initiate the orders. built on over 20+ years of experience with 6,500+ BPS experts
delivering work from centers across USA, India & Philippines.
• Smart citizen central service using low code no code:
Coforge has designed a smart citizen central service for Quality Engineering: We provide Quality Engineering & Testing
public legal aid application, on the Appian low code no services using an automation-first approach to drive software
code platform embedding NLP & chatbot for automating and application quality. Our Quality Engineering services -
citizen query responses, prompt report statuses and on- enabled by 2,400+ passionate Quality Engineering experts –
going intelligent workflow. are designed to inject speed, quality, productivity, and intelligent
insights across the SDLC. Whether customers want to accelerate
ServiceNow CoE: We have a dedicated ServiceNow CoE
time to market, reduce costs, or transform their testing function
with 200+ ServiceNow Consultants having experience of 50+
and workforce, Coforge Quality Engineering has the right skills,
implementations across Fortune 500 customers supporting
capabilities, and accelerators to help them succeed. Our suite
65,000+ fulfiller licenses with over 1 million configuration
of frameworks and accelerators leverage AI for self-healing
items/assets in complex environments comprising of multiple
and autonomous automation. We offer services around: QE
integrations. ServiceNow CoE delivers ServiceNow Consulting
Transformation, Test Lifecycle Automation, Business Assurance,
services, Implementation & Integration Services and Managed
Digital Assurance, and Enterprise Application & Product testing.
Services and have developed accelerators such as LicenseWise
(track & optimize ServiceNow Licenses), One-Click Translator Foreign Exchange Earnings and Outgo (Rs. Million)
(for translating knowledge articles, notifications, catalogue
Particulars Year 2021-22 Year 2022-23
in language of choice), GuardRailNow (Health Scan utility to Foreign Exchange Earnings 29,608 39,256
check configuration issues and recommend fixes). We are Elite Foreign Exchange Outflow 11,293 14,545
Segment Partner for US, UK and India region and has been
Details of significant and material orders passed by the
identified as Rising Star in ISG Provider Lens™ (IPL) Quadrant
Regulators or Courts or Tribunals impacting the going
study on “ServiceNow Ecosystem Partners 2023 ISG Provider
concern status and Company’s operations in future
Lens™ Study.”

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ANNUAL REPORT 2022-23
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During the year, no order was passed by the regulators or courts The details of the securities acquired by the Company of other
or tribunals impacting the going concern status and company’s body corporates is given as under
operations in future.
(Amt. in INR Mn.)
Details in respect of adequacy of internal financial controls
Investments in equity instruments in Investment
with reference to the Financial Statements
subsidiary companies (fully paid) value as on
The Company monitors and evaluates the efficacy and adequacy March 31, 2023
of internal control systems in the Company, its compliances 2,837,887 (31 March 2022: 2,837,887) 156
Shares having no par value in Coforge Inc.
with operating systems, accounting procedures and policies of
USA
the Company. Based on the report of Internal Audit Function, 16,614,375 (31 March 2022: 16,614,375) 703
process owners undertake corrective action in their respective Shares of 1 Singapore $ each fully paid-up
areas and thereby strengthen controls. in Coforge Pte Ltd., Singapore
3,276,427 (31 March 2022: 3,276,427) 204
Details of Subsidiary/Joint Ventures/Associate Companies
Shares of 1 UK Pound each fully paid-up
As on March 31, 2023, the Company has subsidiaries in in Coforge UK Ltd., UK
the United States of America, United Kingdom, Germany, 537,900 (31 March 2022: 537,900) Equity 185
India, Singapore, Thailand, Australia, Dubai, Spain, Poland, Shares of Euro 1 each fully paid-up in
Coforge GmbH, Germany
Netherlands, Romania, Sweden, Malaysia and Japan
50,000,000 (31 March 2022: 50,000,000) 500
Details about the companies which have become/ ceased to Equity Shares of Rs 10/- each fully paid-up
be subsidiaries during the Financial Year in Coforge SmartServe Limited
1,000,000 (31 March 2022: 1,000,000) 224
The Company has not acquired any company directly during the Equity Shares of Euro 1 each fully paid-
year. However, two new step down subsidiary companies were up in Coforge Airline Technology GmbH
incorporated:- Germany
5,000 (31 March 2022: 5,000) Ordinary 63
- Coforge Solution Pvt. Ltd., India Shares of 1000 AED each fully paid in
- Coforge Japan GK, Japan Coforge FZ LLC Dubai
5,000,000 (31 March 2022: 5,000,000) 25
Performance and financial position of each of the Equity Shares of Rs. 10 each in Coforge
subsidiaries, associates and joint venture companies Services Limited
included in the consolidated financial statement. 4,047,631 (31 March 2022: 4,047,631) 4,701
Equity Shares of Rs. 2 each in Coforge
During the year, the Board of Directors reviewed the affairs DPA Private Limited
of the subsidiaries. Pursuant to provisions of Section 129(3) 2,13,779 (31 March 2022: 2,13,779) 2,392
of the Companies Act, 2013, a statement containing a report Equity Shares of Rs. 10 each in Coforge
on the performance and financial position of each of the SF Private Limited
541,895 (31 March 2022: 541,895) Equity 9,183
subsidiaries, associates and joint venture companies is included
Shares of Rs. 10 each in Coforge Business
in the consolidated financial statement and the same has been
Process Solutions Private Limited
annexed to this Report as AOC-1 given in Annexure C. (Formerly known as SLK Global Solutions
In accordance with the provisions of Section 136 of the Private Limited)
Total equity instruments 18,336
Companies Act, 2013, the audited Financial Statements of the
Company, consolidated Financial Statements along with relevant Particulars of Contracts or arrangements with Related
documents are available on the website of the Company (www. Parties
coforge.com). The Related Party Transaction Policy deals with the review and
Particulars of loans, guarantees or investments under approval of related party transactions. The Board of Directors of
section 186 of the Companies Act, 2013 the Company has approved the criteria for making the omnibus
approval by the Audit Committee. The Board has the Policy in line
The Company has not given any loan to any person and any
with the recent amendments in SEBI Listing Regulations and is
other body corporate. The Particulars of loans, guarantees or
uploaded on the website of the Company at https://25186482.
investments under section 186 of the Companies Act, 2013 by
fs1.hubspotusercontent-eu1.net/hubfs/25186482/policy-on-
the Company, have been disclosed in the financial statements
related-party-transactions-new.pdf

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ANNUAL REPORT 2022-23
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A Statement of all related party transactions is presented before b. Secretarial Audit:


the Audit Committee on a quarterly basis and prior/ omnibus
During the year, the Board of Directors of the Company
approval is also obtained for the entire year, specifying the
appointed Mr. Ranjeet Pandey (Membership No.5922) of M/s
nature, value and terms and conditions of the transactions. None
Ranjeet Pandey & Associates, Company Secretaries (CP
of the transactions with the related parties fall under the scope of
No.–6087), in Whole-time Practice, to carry out Secretarial
Section 188 (1) of the Companies Act, 2013. Details of Related
Audit under the provisions of Section 204 of the Companies
Party transactions pursuant to Section 134(h) of the Act read
Act, 2013 and the Rules framed thereunder, for the Financial
with Rule 8 of the Companies (Accounts) Rules, 2014 are given
Year 2022-23. The Secretarial Audit Report for the financial
in Form No. AOC-2 in Annexure – D.
year ended 31st March 2023 was considered by the Board
Management’s Discussion and Analysis Report in its meeting held on April 27, 2023 and the said Report
given by Secretarial Auditors is annexed to this Report as
In terms of Regulation 34(e) of the SEBI (Listing Regulations),
Annexure-E. The Secretarial Audit Report does not contain
2015 as amended from time to time, the Management’s
any qualification, reservation or adverse remarks.
Discussion and Analysis Report is set out in this Annual Report.
c. Internal Auditors:
Business Responsibility and Sustainability Report
The Board on the recommendation of Audit Committee had
The SEBI (Listing Regulations), 2015, read with SEBI Circular
appointed M/s KPMG Assurance and Consulting Services
no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021
LLP, Limited Liability Partnership, Firm Registration Number:
has prescribed the format for the Business Responsibility and
AAT- 0367 as its Internal Auditors of the Company. The Internal
Sustainability Reporting (BRSR) in respect of reporting on ESG
Auditors report to the Chairman of the Audit Committee.
(Environment, Social and Governance) parameters by listed
entities mandates the inclusion of Business Responsibility and The Internal Audit teams monitor and evaluate the efficacy
Sustainability Report (‘BRSR’) for top 1000 listed companies and adequacy of internal control systems in the Company,
based on market capitalization as on March 31, 2023. In its compliance with operating systems, accounting
compliance with the same the Company has formulated procedures and policies at all locations of the Company.
Business Responsibility and Sustainability Reporting Initiatives, Based on their reports, the corrective actions in respective
Policy, and Framework at its Board Meeting held on April 27, areas are taken to strengthen the controls. There are no
2023. The BRSR Report for the Financial Year ended March 31, significant audit observations made by Internal Auditors.
2023 has been enclosed with this Report.
d. Auditors Certificate on Corporate Governance:
Corporate Governance
As required by SEBI (Listing Regulations), 2015, the
In terms of Regulation 34 of the Securities Exchange Board Auditor’s Certificate on Corporate Governance is
of India (Listing Regulations), 2015 as amended from time to provided within the Corporate Governance Report. The
time, a Report on Corporate Governance along with Compliance Auditors Report to the Shareholders does not contain any
Certificate issued by Statutory Auditor’s in terms of Part E of qualification, reservation or adverse remarks.
Schedule V of the said Regulations of the Company forms an
e. Cost audit & records:
integral part of Corporate Governance Report.
Section 148 of the Companies Act, 2013 is not applicable
Compliance with applicable Secretarial Standards
on the Company. Therefore, cost audit has not been
The Company is in compliance with the applicable Secretarial conducted for the financial year 2022-23 and records are
Standards issued by Institute of Company Secretaries of not maintained.
India and notified by the Ministry of Corporate Affairs with all
f. No fraud has been reported by the Auditors to the Audit
amendments thereto.
Committee, Board or any other relevant authority.
AUDITORS & AUDITORS’ REPORT/CERTIFICATE
HUMAN RESOURCE INITIATIVES
a. Statutory Audit:
Nurturing a positive corporate culture is integral to our business
M/s S R Batliboi & Associates LLP (FRN 101049W/ and it reflects in our phenomenal growth. Guided by our vision
E300004) have carried out Statutory Audit under the ‘Engage with the Emerging’, we have been delivering best-in-
provisions of section 139 of the Companies Act, 2013 class solutions using new-age technologies, and our mission
for the financial year 2022-23. The Report given by ‘Transform at the Intersect’ has cemented our position as an
Auditors forms part of this Report. The Auditors Report expert in focused industry verticals.
to the Shareholders does not contain any qualification,
We follow through 4E strategy for curating a holistic employee
reservation or adverse remarks.
experience, which entails - Examining the pulse of the organization

37
ANNUAL REPORT 2022-23
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on an ongoing basis, taking actions around Engagement, the trust that is needed for a win-win situation for the employee
Education through robust learning and development initiatives, and the organization.
and Encouragement for meaningful interactions with our people.
Several technical and non-technical learning opportunities were
The outcomes of these interventions are visible through our
also created for our employees to help them upskill themselves
key people indicators like retention, EES Scores and external
and grow within the organization.
recognitions.
Overall, the year was filled with a number of touchpoints with
As an organization, that over the years has lived by the belief
every employee starting from fun to learning and growing within
‘Coforge is People’, & thanks to all our collective efforts, we
the organization, the culmination of which was the employee
were able to emerge stronger – stay the course of our growth
satisfaction survey where we scored very similar to what we had
story, continue to deliver value to our customers, and remain
scored the previous year. Our employees are equally satisfied
focused on nurturing our culture.
and even more committed to the journey of Coforge! Winning the
Elements of our strategy have been listed below: Bronze Award for Excellence in Employee Retention Strategy by
Economic Times Human Capital Awards is a testimony to these
Examine
practices and efforts.
We at Coforge use various tools to assess and monitor the pulse
Education through Capability Development
of our employees. My Voice, Annual Employee Engagement
Survey (EES) is our most comprehensive tool that focuses on A systematic approach to the Learning and Development (L&D)
key areas like professional growth, work-life balance, training, of employees is vital for any organization. At Coforge, we are
teamwork, commitment index, and so on. focused on building people’s capabilities to create a future-
ready workforce that contributes to achieving business goals of
Similar to last year, Coforge participated in Great Place to Work
the organization. We offer an immersive, agile & global learning
(GPTW) survey. We got certified as both Great Place to Work
solution with diversified learning methodologies which include
and Best Workplaces for Women India, second year in a row.
cutting-edge content & hybrid methodology of learning. With our
This year, Coforge was also recognized among India’s Best
one-of-a-kind learning framework and future-facing approach,
Workplaces in IT & IT-BPM 2022 – Top 50.
we integrate technology seamlessly into our holistic learning
Engagement strategy & solutions cutting across technical, domain, functional
Keeping our employees engaged continues to be our top focus skills and human skills.
and priority. We’re proud to say that we’ve been able to keep our Annual Training Snapshot
employees engaged through a framework that revolves around
several aspects. Training Category Hours of Training
Safety, Security & Diversity related 31,138
The various Leadership and HR connect sessions and Townhalls
Behavioural, Leadership & Management 32,000
we have had with our employees on a periodic basis has kept
the fuel burning and kept everyone engaged with the growth the Technical, Domain & Functional 352,897
organization is witnessing. The appreciation through our regular Total 416,035
Inspire Awards, Spot Awards and Gratitude Month activities
Leadership & Behavioural Training
has kept the spirits of all our employees very high. The various
fun activities that have happened at various junctures when we An agile learning ecosystem skilling the firm for the future and
celebrated big events like Coforge Day or Diwali/Holiday party to create impactful learning solutions catering to all leadership,
has been assimilated by employees in a beautifully positive an sales, behavioral & human skills capability development’. We
inexplicable manner. Such engagements have gone a long way have designed an experiential and impact-driven approach for
in keeping our employee base motivated. developing employees, team leaders, and managers to learn,
practice, and implement behaviour change and related attitudes
Celebration of festivals is another such activity that brings the
further enhancing personal efficiency and performance.
entire employee base together. Small quiz sessions with gifts as
takeaways have gone a long way in bringing some fun elements In the LEAD canvas, we have created a holistic set of solutions:
along with the commitment that every employee brings in terms
- Virtual Instructor Led Learnings
of their contribution to the organization.
- Anytime Anywhere Solutions
Regular HR Leadership connect sessions with the new joiners - Learning from the Experts
is another such event that has garnered a lot of acceptance
- Sales Capability Build
amongst our fresh hires and has gone a long way in establishing

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ANNUAL REPORT 2022-23
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- Providing them an opportunity to interact and engage


with them
- Creating an informal cohort network for you to
leverage in your Coforge journey

LEAD Learning Catalogue


LEAD is working towards strengthening a learning culture at
Coforge to:
- Align learning to org and global employee needs. 3. Promoting usage of GlobeSmart: A platform which
- Create a continuous learning experience through multiple provides an effective, user-friendly intuitive global
learning avenues. learning experience to approach intercultural differences
- Strengthen L&D presence across the globe. in a meaningful way. It advances inclusion, increases
- Acknowledge & recognize learning & learners - build collaboration, builds interpersonal relationships
learnability. and eliminates boundaries with peers, customers &
stakeholders for organizations to succeed globally.
- Showcase & report-out progress & impact stories.
4. Building LEAD presence globally: Open calendar programs
catering to all time zones. Focussed Anytime Anywhere
solutions to bridge the learning gaps by leveraging platform
like Percipio. Designed contextually relevant programs for the
global audience. Engaging with global business leaders via
panel discussions, fireside chats.
5. Launched ELEVATE – Navigating Leadership
Transitions: A global structured 3- month long learning
journey for all our middle managers that aims at building
the mindsets and skillsets for role effectiveness and
is curated around three focus areas – Managing self,
Manging teams & stakeholders and Building business
alignment. Consultative approach with business leaders,
identified 6 leadership competencies for people leaders.
Apart from our open calendar offerings, here are few high This is a blended learning journey leveraging vILT’ s, self-
impact solutions delivered in FY 23: paced & leaders masterclasses.
1. LPODs (LEAD Programs on Demand): Delivered ~ 6. Continued rigour & focus on compliance trainings.
25 customized blended solutions addressing business-
specific learning needs across verticals, geos, service Technical/ Functional / Domain Training & Certification
lines & functions. through iEnable

2. Senior Leaders New Hire Assimilation Program: This iEnable is one-stop solution for all technical, functional, and
program is aimed at helping the new leaders in: domain learning solutions for the firm ensuring our employees’
skills stay contextually relevant and they always have the edge!
- Gaining a deeper understanding of the firm, our
priorities and key business drivers In alignment to the deep-rooted legacy of training, we have
a dedicated training team that partners with the business to
- Better navigating the organisational matrix by design & deliver learning solutions for different roles across the
meeting the Coforge leadership organization for employees across the globe to upskill & cross-
skills employees including:

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• New Joiners a. Ensuring availability of learning opportunities outside of


formal company training to employees by alliances with
• Existing Staff Members
multiple external enterprise learning partners in alignment
• Professional Accreditation through relevant Certifications with our stakeholders request like – Decisions Portal,
As learning culture is critical for keeping up with workplace Respective D&A technology portals & Thought Machine
transformation, it is imperative to give the employees opportunities
b. Adoption of Percipio – the intelligent enterprise Learning
to up skills and tools they need to thrive in a remote environment.
Platform - providing a culture of continuous self-learning
Mentioned below are few aspects:
thus enabling team Coforge to stay abreast of the emerging
1. Ensuring availability of learning opportunities outside technologies. With an increase in the adoption trend
of formal company trainings to employees by alliances with
multiple external enterprise learning partners c. Through Percipio we also offer specialized Aspire
Learning Journeys- are Role-based training across
2. Executives and Leaders involvement to contribute
key in-demand career paths from Data Scientists to AI
and support learning at work by strategizing and initiating
Developers to CloudOps Architects to SecOps Engineers.
learning and capability enhancement drives
From a Data Analyst working with Excel to a Data Scientist
3. Capability Enhancement/ Upskilling through Service utilizing best practices with Python. Aspire Journey helps
Line Training: Multiple planned learning interventions are to accelerate skill development
facilitated by the Horizontal contributors of the Organisation
the Service Line COC’s like – QE, Data & Analytics, Digital, 7. Domain Training
AI, Software Engineer, CIMS, Sales Force, Mulesoft, and
Dedicated Domain specific, self-paced learning
Pega & Appian to build capability. Through these training
we focus on upskilling technical employees- on niche programs across Verticals for continual improvement
technologies, domain and client specific requirement - it through Learning Portals like Percipio and Udemy
enables the organization to beat the competition and • Insurance Domain: Basics of Insurance Level -1 Training
achieve strategic goals. Upskilling for all employees mapped with INS BU
4. Quarterly Training Calendar for Laterals PACE (Pro
• TTH Level 1 Domain Training ongoing embellishing
Active Capability Enhancement) specially curated
Learning Academy
Calendar in collaboration with Horizontals to build focused
& efficient Learning & Development plan • BFS Domain Training: AWS Cloud Journey Learning for
– Upskill/Cross-skill on the market-ready technologies Santander employees
relevant to the Clients for existing Laterals deployed to • Specific Trainings led by Instructors/Practitioners to cater
various projects/ accounts
to individual development needs mapping to the respective
– Continued support as per the projection from RDG for new Verticals/Horizontals
hired Campus Graduates Boot Camp / GET Training
• External Experts for Deep Dive discussions from renowned
– Pool Upskilling to continually keep a robust pipeline to organizations like, Percipio Microsoft etc. together and
meet the emerging requirements created Lounges for discussion and query resolution.
5. Building Professional Credibility around Azure, AWS, GCP, Co-Build with HBU’s to meet the Upskilling & Reskilling
SAFe Agile, Scrum, POPM and Pega Appian – 2204+
Needs of the Organization, L&D Team in Collaboration
professionally certified workforce - as on31 March in
with HBUs, have set up various Academies to empower
FY’23, to enhance capabilities and create a future-ready
workforce. employees in leveling up their skills. Technical Training
team at Coforge (iEnable) launched PACE [Pro –Active
– Training + Certification to enhance capability through Capability Enhancement] – A specially crafted training
certifications like Azure, Salesforce, AWS, ISTQB
calendar comprising the latest technologies to meet the
– Participation in specially designed Microsoft Future Ready skill build agenda in collaboration with respective HBU’s
Champions of Code Certification & CLOUD Certification
Drive with 112 certified workforce out of 660+ SM HBU Count of SMs Covered
participation. Digital 1459
Data & Analytics 824
6. Partnership For Success
QE 1623
– Leveraging the Learning Partner Portals like Percipio, CIMS 1783
Microsoft ESI, AWS, GCP, AWS, AIT, LOMA, ISTQB, DPA 12368
Unqork, Appian , ITIL, Mule Soft, Focus on Force, Trailhead DE 528
to access the free Training & Certification programs
available 8. Functional Competency Building and supporting with
relevant learning offerings

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- Upgrading Functional knowledge to enhance skills Encouragement:


workforce can manage work more efficiently and effectively
We at Coforge believe in creating a culture of appreciation,
like ITIL - 230, SAFe, Agile PMP – 483 encouraging and rewarding excellence, and promoting
– Launch of PM Upskilling Series for existing/aspiring innovation at the workplace. We have Annual awards,
Project Managers - 1196, with 11 Sessions delivered on ongoing Inspire awards, and awards for innovation.
the right use of knowledge, processes and tools. • Annual Awards: Every year, an array of Annual awards
are given to recognize our employees, to encourage and
9. Global Reach for Onsite & Offshore SMs
motivate them. The annual structure of our awards is as
- Plan Upskilling and real-Time Learning Opportunities below:
across the Globe to Learn and Grow  Global Leadership Awards (GLA) is awarded to people
- to ensure that iEnable team offers an eco-system through in leadership cadre who have significantly impacted the
organization growth through strategic initiatives, and the
blended learning modes to cater to ever evolving business
winners of this award are sponsored to an Executive
requirements and skill build by facilitating Training session
Management Program at the prestigious Harvard Business
in different time zones through instructor and accessing School.
online portals, to build capabilities in the right place at the
right time  CEO’s Club of Achievers (CCA) is the second most coveted
and prestigious award at Coforge. The recipients have
10. Program on Demand the flexibility & opportunity to choose what they believe
is the best way to utilize the reward that comes with this
– Tailor made Training programs basis the requirements
prestigious CEO’s Club of Achievers - leverage to enroll
shared by verticals to achieve the desired expertise eg
in a learning course of choice, sign up for certification in
Santander, HSBC, Sabre, Aflac. an area of interest or spend some quality time with their
– Special Focus drive on Pool upskilling picked up, families.
delivering both exclusive & mixed batches like SL Focused  Award of Excellence (AOE): The award endeavors to
- SQL/Data Warehousing, Data bricks, Snowflake and recognize employees for whom excellence is a passion
Client requested - Microstrategy, Snowflake, and they ‘walk the extra mile’ and stand out in the crowd.

– A focused - JAVA FSD which was a Proactive JAVA FSD  Excellerator: An employee who makes excellence a habit
Upskilling in Collaboration with Digital HBU - Building and has been awarded the Award of Excellence for the
capabilitiesJAVA Full stack and DotNet through pilot third time in their tenure is conferred with the honor of
batches planned org. wide as on Ongoing continual Java being called an Excellerator, and it’s a practice to name a
meeting room after the person.
capability interventions for resource pool and laterals.
• INSPIRE: We also have a Reward and Recognition
11. Campaign for Lateral Hire - L&D Induction – GROWTH
mechanism called INSPIRE that nurtures a culture of
HUB! - Point of Contact for various Development Needs, value creation for customers. It is an online, on-going
to enhance and align their capability, to meet the business point-based rewards mechanism with exciting redemption
& client expectation. We have had a participation and options where employees can exercise their choice! Since
coverage of more than 87% for the identified 3363 SMs the platform is digital, it became easier for us to propel this
and have a projection to continue for lateral hires we medium in the pandemic time when everything moved from
continue to grow. in-person set-up to a virtual set-up in corporate world. The
Inspire award winners are felicitated during the quarterly
12. Utilizing Gamified & Social Media Platforms town halls.
– Encourage regular social learning opportunities through My Voice - Employee Engagement Survey 2023
Communities on Yammer, iShare & as chat channels
In order to get useful insights into engagement levels and
on MS Teams – Teams dedicated to the specific training,
employee satisfaction, the Company conducts an annual
as learning from peers is an essential tool to increasing
Employee Satisfaction Survey – My Voice, the findings of which
skill proficiency enable it to make improvements in its workplace environment.
– Engaging Learners through Gamified platforms like Kahoot My Voice - EES for FY22 showed measurable progress over last
IT & Mentimeter for knowledge retention year’s results.

L&D function has ensured capability enhancement by Particulars EES FY22 EES FY23
adhering to the vision & Mission statement Engage with Participation 83% 89.3%
the Emerging, Transform at the Intersect. In the new
Overall Satisfaction Score 82% 81.4%
normal we are enabling Team Coforge to Unlearn, Relearn
and Adapt by making learning Intentional, Personalized Commitment Index 82% 83.3%
& Immersive.

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• As per FY23 My Voice EES, the highest-rated drivers of PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
engagement are Basic Needs (90%), Teamwork (89%), THE WORKPLACE
Manager Support (83%), and Company Brand & Image The Company has a Policy on Prevention of Sexual Harassment
(85%) of Women at the workplace, in line with The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal)
• Top rated areas are:
Act, 2013. Internal Complaints Committee (ICC) has been set up
o My job is important for my Business Unit / Organization to to redress complaints received regarding sexual harassment. The
achieve its goals (94%) Company believes in providing all employees a congenial work
atmosphere, which is free from discrimination and harassment,
o My team is committed to doing quality work (94 %) without regard to caste, religion, marital status, gender, sexual
o I am aware of what my goals are and what I am expected orientation, etc. During the year, the Company conducted various
awareness programs and workshops at all locations. Employees
to do (93%)
are required to attend compulsory awareness and training
The above results are indicative of our approach of We Care program on POSH on our virtual learning platform – Percipio.
through differentiated employee benefits globally, EAP, Covid During the year, the Company conducted training session for
support, We Engage with our employees and their families the ICC members and the HR team. The Company received two
effectively, through virtual engagement activities, induction complaints pertaining to this and both of them were not falling
within the purview of POSH and hence was directed to the
programs, celebrations, We Grow through learning avenues
aligned HR for taking it up for closure. The Company received
provided, career opportunities, We Innovate with our culture of
two complaints pertaining to this and both of them were duly
Innovation as a service offering, We Contribute to society with resolved in the Financial Year.
our CSR initiatives, environment sustainability, We Connect with
our employees through virtual and physical modes, and We AWARDS AND RECOGNITIONS
Inspire continuously via our Rewards and Recognition programs, The Company has been recognized in several important ways at
inspiring campaigns, quarterly & Annual RnR, etc. the national and global levels, related to its leadership in specific
industry verticals, and its robust HR practices.
Diversity, Equity & Inclusion
1. Coforge was chosen as one of the ‘Most Preferred
Diversity is our Strength; Equity is what we Value & Inclusion is Workplaces of 2022’ by Marksmen Daily in association with
our Commitment. India Today

At Coforge, we understand that supporting diversity, equity, and 2. Coforge received the prestigious Great Place to Work®
inclusion practices is not only the right thing to do; it is the right certification in India from July 2022-July 2023 - the second
consecutive year that the company got Great Place to
thing to do for the business. Our mission is to make diversity,
Work®-Certified.
equity, and inclusion our way of doing business. Coforge strives to
create and foster a supportive and understanding environment in 3. Coforge achieved the Azure Expert MSP from Microsoft – a
which all individuals realize their true potential regardless of their critical milestone in the partnership with Microsoft that will
differences; and where everyone can feel a sense of belonging. unlock significant value.
4. Coforge received an award for the ‘Best Use of AI in BFSI’
Our DEI motto is “Bring Your True Self to Work” which enables us
sector at the FE Futech Awards 2022
to be our true selves and be active allies to each other fostering
this open culture of inclusion. Being certified for 2nd year in a 5. Coforge was felicitated with ET Best Tech Brands 2022
row as both a Great Place to Work® and Top 100 India’s Best 6. Coforge was felicitated with The Economic Times Employee
Workplaces for Women (Large) is a testimony to the all-inclusive Excellence 2022
culture we foster and take pride. 7. Coforge was shortlisted as one of the Iconic brands at
Below is the snapshot of the DEI initiatives performing under the fifth edition of “The Economic Times Iconic Brands
each pillar. Conclave.”
8. Coforge received the prestigious “Great Place to Work®
Certification in India from July 2022 – July 2023”. This is the
second consecutive year that the company has got Great
Place to Work-Certified™
9. Coforge won “India’s Best Workplaces™ for Women 2022 –
Large (Top 100)” for celebrating women all year round and
contributing to the vision of making India a Great Place to
Work for all.
10. Coforge was recognized among ‘India’s Best WorkplacesTM
in IT & IT-BPM 2022 – Top 50’ by Great Place to Work®
India.

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11. The US Green Building Council has awarded the 21. Coforge was recognized as one of the 10 Most Promising
prestigious LEED Platinum Green Building Certification to Best Tech Companies To Work For 2023 by Silicon India
Coforge consecutively for the second time. The company’s Magazine
Greater Noida campus won the prestigious accolade for its
22. The Floriculture Society Noida awarded Coforge with the
healthy, efficient, carbon, and cost-saving green buildings.
first prize in the Corporate Garden category at the Noida
12. Coforge won the STPI IT Export Award 2021-22 from the Flower Show Garden competition in 2023.
Government of Karnataka.
23. Coforge cricket team was the runner-up at the 10th edition
13. Coforge is a Star Performer in the ‘Major Contenders’ of the Hero Pro Corporate League Cricket Tournament,
category in the Everest Group Application and Digital held at the PCL Sports Complex in Noida, also known as
Services (ADS) in both Life & Annuity (L&A) Insurance the World Cup of Corporates.
and Property & Casualty (P&C) Insurance PEAK Matrix®
ACKNOWLEDGEMENTS
Assessment 2023.
The Board of Directors would like to take this opportunity to
14. Coforge was accredited by AWS with Public Sector
place on record its appreciation for the committed services and
Program.
contributions made by employees of the Company during the year.
15. Coforge won Duck Creek Technologies 2022 Innovation In addition, the Directors wish to thank the Company’s customers,
Award for OnDemand Enablement Tooling vendors, bankers & financial institutions, all government & non-
governmental agencies, and other business associates for their
16. Coforge ranked 13th in the Tussell & techUK #Tech200 -
continued support. The Directors acknowledge and appreciate
the 200 fastest-growing tech suppliers in the public sector
the support and confidence of the Company’s shareholders and
17. Coforge received an award from The Economic Times remain committed to enabling the Company to achieve its growth
Human Capital Awards for Excellence in Employee objectives in the coming years.
Retention Strategy
18. Coforge won the DevOps Project of the Year award at
DevOps Conclave and Awards 2023 organized by UBS
Forums in Bengaluru
For and on behalf of the Board of Directors
19. Coforge was selected as a part of Microsoft’s ‘Future Ready Basab Pradhan
Champions of Code’, a pan-India program for developers, Chairman
focused on skilling and certification. DIN: 00892181
20. Coforge was accredited with the “AWS Immersion Days
Partner Program” enabling the company to conduct Place: California, USA
customizable workshops. April 27, 2023

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Annexure - A

COFORE LIMITED
DIVIDEND DISTRIBUTION POLICY

1 PREAMBLE:

1.1 This Policy (hereinafter referred to as “Policy”) shall be called “The Dividend Distribution Policy” of the Coforge Limited
(hereinafter referred to as the ‘Company’).

1.2 The Policy has been framed specifically in compliance with the provisions of Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 “Listing Regulation”

1.3 Regulation 43A of Listing Regulations mandates top 500 Listed Company on their market capitalization as calculated on the
31st day of March of every year, to frame a policy for distribution of dividend.

1.4 This policy aims at laying down a broad framework for considering decisions by the Board of the Company, with regard to
distribution of dividend to shareholders and/or retention or plough back of its profits.

1.5 The Board of Directors may in extra-ordinary circumstances, deviate from the parameters listed in this Policy.

2. POLICY

2.1 The dividend distribution shall be in accordance with the applicable provisions of the Companies Act, 2013, Rules framed
thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other legislations governing
dividends and the Articles of Association of the Company, as in force and as amended from time to time.

a. The circumstances under which the shareholders may or may not expect dividend;

The Board shall determine the dividend for a particular period after taking into consideration the financial performance of
the Company, the advice of executive management, and other parameters described in this policy.

The Company shall comply with the relevant statutory requirements that are applicable to the Company in declaring
dividend or retained earnings unless the Company is restrained to declare the dividend in unexpected circumstances.

b. The financial internal /external factors that shall be considered by the Board before making any recommendations for a
dividend include, but are not limited to:

- Current year profits and outlook in line with the development of internal and external environment.

- Operating cash flows and treasury position keeping in view the total debt to equity ratio.

- Possibilities of alternate usage of cash, e.g. capital expenditure etc., with potential to create greater value for
shareholders.

- Providing for unforeseen events and contingencies with financial implications.

- Dividend payout ratio and dividend yield.

- Any significant changes in macro-economic environment affecting India or the geographies in which the Company
operates, or the business of the Company or its clients;

- Any political, tax and regulatory changes in the geographies in which the Company operates;

- Any significant change in the business or technological environment resulting in the Company making significant
investments to effect the necessary changes to its business model;

- Any changes in the competitive environment requiring significant investment.

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c. Policy as to how the retained earnings shall be utilized.

The consolidated profits earned by the Company can either be retained in the business or used for various purposes as
outlined in applicable laws or it can be distributed to the shareholders.

d. Provisions in regard to various classes of shares.

Currently, the Company has only one class of shares, namely, Equity Shares. The provisions of this Policy shall apply to
all classes of shares in future, if any.

2.2 Any approved Dividend shall be paid out of the profits of the Company for that year or out of the profits of the Company for any
previous year or years arrived at after providing for depreciation for the year and previous years as per the law; or out of both; or
out of any other funds as may be permitted by law. Interim dividend when approved shall be paid during any financial year out
of the surplus in the profit and loss account and out of the profits of the financial year in which such interim dividend is declared;
or out of any other funds as may be permitted by law.

2.3 The Board may declare interim dividend(s) as and when they consider it fit and recommend final dividend to the shareholders
for their approval in the general meeting of the Company.

In case the Board proposes not to distribute the profit; the grounds thereof and information on utilization of the undistributed
profit, if any, shall be disclosed to the shareholders in the Annual Report of the Company.

3. DISCLOSURE

This Policy on dividend distribution shall be disclosed in the Annual Report and shall also be uploaded on the website of the
Company.

4. REVISION

This Policy can be changed, modified or abrogated at any time by the Board of Directors of the Company in accordance with the
Rules, Regulations, Notifications etc. on the subject as may be issued by the relevant statutory authorities, from time to time.

In case of any subsequent changes in the provisions of the Listing Regulations or any other regulations which make any of the
provisions in the Policy inconsistent with such regulations, then the provisions of such regulations would prevail over the Policy.

Any revision to the Policy should be initiated by the CFO and approved by the Board.

*****************

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ANNEXURE - B
Information as per Rule 5(1) of Chapter XIII, Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Remuneration paid to Executive Director


Name Title Remuneration Remuneration % increase in Ratio of Median
in FY23 (Rs. In in FY22 Remuneration Remuneration remuneration
Mn) (Rs. In Mn) in FY23 over to Median of employees
FY22 Remuneration of the
of employees Company
of the (Rs. In Mn)
Company
Mr. Sudhir Singh CEO & Executive Director 339.5 223.0 52.2% 226.3 1.5
Remuneration paid to Non-Executive Directors
Name Title Remuneration Remuneration % increase in Ratio of Median
in FY23 (Rs. in FY22 (Rs. In Remuneration Remuneration remuneration
In Mn) Mn) in FY23 over to Median of employees
FY22 Remuneration of the
of employees Company
of the
Company
Mr. Basab Pradhan Non-Executive Director 18.5 17.3 6.9% 12.3 1.5
Independent Director -
Chairperson
Mr. Ashwani Puri Independent Director 6.6 7.3 (9.6)%* 4.4 1.5
Ms. Mary Beth Boucher** Independent Director 7.2 NIL *** 4.8 1.5
Mr. Hari Gopalakrishnan Non-Executive Director NIL NIL NIL NIL NIL
Mr. Patrick John Cordes Non-Executive Director NIL NIL NIL NIL NIL
Mr. Kenneth Tuck Keun Non-Executive Director NIL NIL NIL NIL NIL
Cheong
Mr. Kirti Ram Hariharan Non-Executive Director NIL NIL NIL NIL NIL
* The % decrease is only due to change in the number of meetings conducted during the respective year .
**Ms. Mary Beth Boucher has been appointed as the new Independent Director w.e.f. May 07, 2022.
***The remuneration is not comparable since the amount paid in FY23 was for partial year.

Remuneration paid to Non-Director KMPs


Name Non Director KMP- Title Remuneration in FY23 Remuneration in FY22 % increase in
(Rs. In Mn) (Rs. In Mn) Remuneration in FY23
over FY22
Mr. Ajay Kalra Chief Financial Officer 43.8 39.2 11.8%
Ms. Barkha Sharma Company Secretary 3.2 1.5* **
*Ms. Barkha Sharma was appointed as Company Secretary w.e.f. August 01, 2021.
**The remuneration is not comparable, since the amount paid in FY22 was for partial year.
Note:
• The annualised compensation details of Non-Director KMP as on March 31, 2023 and as on March 31, 2022 has been
considered for the above disclosure.
• The percentage increase in the median remuneration of employees in the financial year FY23 over FY22 11.9%
• The number of permanent employees on the rolls of company which is used in median calculation above as on March 31, 2023
: 13,465 (FY22: 11,491).
• The total increase in the aggregate remuneration of the KMPs was 46.6% in FY23. The remuneration for FY22 & FY23 are
considered for % increase. Since there was change in the Company Secretary during the previous year, the remuneration is
not comparable.
• The increase in the salary of other employees of the Company in FY23 was 5.4% (India - 7.7% and other locations - 3%).
• The remuneration paid during the year FY23 was in line with the Remuneration Policy of the company.

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Annexure - C
STATEMENT PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 OF THE COMPANIES ACT 2013, READ WITH RULE 5 OF THE COMPANIES (ACCOUNTS) RULES, 2014 IN THE
PRESCRIBED FORM AOC-1 RELATING TO SUBSIDIARY COMPANIES

S.No. Name of the subsidiary Entity Reporting Exchange Share capital Reserves & Total assets Total Investments Turnover Profit before Provision for Profit after Proposed % of Country
Code currency rate surplus Liabilities taxation taxation taxation Dividend shareholding
1 Coforge Limited N008 THB 2.41 36,128,951 609,195,010 1,083,034,564 437,710,602 - 1,203,869,335 16,204,186 8,931,884 7,272,303 - 100% Thailand

2 Coforge Pte Ltd. N009 SGD 61.76 1,026,038,694 560,699,828 2,253,621,880 666,883,358 1,012,821,596 1,132,861,585 113,557,947 20,623,567 92,934,380 - 100% Singapore
3 Coforge Technologies (Australia) N012 AUD 55.04 897,179,791 (393,630,389) 784,938,325 281,388,923 - 1,535,129,851 76,012,261 (25,768,612) 101,780,873 - 100% Australia
Pty Ltd
4 Coforge FZ LLC N050 AED 22.36 111,794,153 350,786,172 2,224,291,390 1,761,711,064 - 3,678,209,674 201,137,695 - 201,137,695 - 100% Dubai
5 NIIT Technologies Philippines N055 PHP 1.51 1,512,378 10,012,934 10,217,283 (1,308,030) - - 134,516 - 134,516 - 100% Philippines
Inc (under liquidation)
6 Coforge Inc. N034 USD 82.11 233,026,863 2,218,741,782 6,730,724,318 4,278,955,679 - 31,779,334,106 1,378,359,096 382,496,227 995,862,869 - 100% USA
7 Coforge U.K. Ltd. N003 GBP 101.56 332,750,614 2,659,935,852 7,326,316,890 4,333,630,430 3,258,239,966 16,400,734,853 1,336,931,149 226,044,108 1,110,887,042 - 100% UK
8 Coforge BV N013 EUR 89.28 1,620,460 13,595,514 45,965,151 30,749,196 - 114,348,566 4,086,830 523,334 3,563,496 - 100% Netherland
9 Coforge GmbH N029 EUR 89.28 48,021,346 3,872,686 224,522,426 172,628,393 - 400,528,115 2,784,327 922,753 1,861,575 - 100% Germany
ANNUAL REPORT 2022-23

10 Coforge Advantage Go N039 GBP 101.56 1,524,660,134 1,011,350,169 2,883,173,261 347,162,958 - 1,043,356,959 (688,113,377) 152,452,975 (535,660,402) - 100% UK
11 Coforge Airline Technologies N045 EUR 89.28 89,275,602 42,023,365 162,178,175 30,879,181 - 101,838,286 55,723,153 18,308,105 37,415,048 - 100% Germany
GmbH
12 Coforge S.A. N054 EUR 89.28 17,756,917 92,841,180 279,924,293 169,326,199 - 763,961,949 69,011,397 17,401,957 51,609,440 - 100% Spain
13 Coforge Services Ltd N041 INR 1.00 50,000,000 (16,146,082) 34,034,049 180,131 - - 1,544,247 388,656 1,155,591 - 100% India
14 Coforge SmartServe Ltd. N028 INR 1.00 500,000,000 381,412,383 1,365,309,107 483,896,724 536,360,750 870,491,890 440,292,584 82,606,528 356,027,803 - 100% India

15 Coforge DPA Private Ltd. N060 INR 1.00 8,100,000 3,073,100,000 3,923,500,000 842,300,000 1,963,900,000 3,449,400,000 1,221,200,000 179,500,000 1,041,700,000 - 100% India
16 Coforge DPA Australia Pty Ltd. N061 AUD 55.04 5,504 421,758,163 710,377,306 288,613,638 - 2,209,091,498 212,667,249 69,475,180 143,192,069 - 100% Australia
17 Coforge DPA UK Ltd. N062 GBP 101.56 101,559 798,708,944 1,176,835,316 378,024,799 - 4,183,146,414 1,027,538,713 192,043,681 835,495,031 - 100% UK
18 Coforge DPA NA Inc. USA N063 USD 82.11 - 127,933,639 1,428,561,225 1,300,627,585 784,998,418 1,258,350,412 (9,199,274) (779,497) (8,419,777) - 100% US

47
19 Coforge BPM Inc. N069 USD 82.11 8,211 1,406,646,795 1,740,226,519 333,571,529 123,169,208 2,267,654,984 133,760,028 36,971,865 96,788,163 - 100% US
20 Coforge SPÓŁKA N075 PLN 19.08 95,399 56,516,172 112,145,801 55,534,230 - - 60,840,037 18,185,209 42,654,828 - 100% Poland
Z OGRANICZONA
ODPOWIEDZIALNOSCIA
21 Coforge SF Private Limited N070 INR 1.00 2,569,600 409,100,000 819,800,000 408,100,000 12,100,000 1,513,500,000 536,800,000 102,200,000 434,600,000 - 100% India
(erstwhile Whishworks IT
Consulting Private Limited)
22 Coforge SF Limited, UK N071 GBP 101.56 10,156 789,341,041 1,763,382,332 974,031,141 - 3,009,977,696 269,127,259 64,596,392 204,530,867 - 100% UK
(Erstwhile Whishworks Limited,
UK)
23 Coforge DPA Ireland Limited N065 EUR 89.28 - 365,494 365,494 - - - - - - - 100% Ireland
24 Coforge S.R.L., Romania N079 RON 18.04 3,608 (694,991) 77,253 768,635 - - (347,207) - (347,207) - 100% Romania
25 Coforge A.B. Sweden N078 SEK 7.94 198,441 271,269 1,093,037 623,327 - - 91,966 47,491 44,476 - 100% Sweden

26 Coforge SDN. BHD. Malaysia N076 MYR 18.57 19 3,643,415 61,411,315 57,767,881 - 18,982,185 (392,961) 1,295,975 (903,015) - 100% Malaysia
27 Coforge Business Process N081 INR 1.00 9,030,000 1,839,771,474 2,970,071,474 1,121,270,000 632,500,000 4,165,602,591 1,202,920,404 230,549,339 972,371,065 - 60% India
Solutions Private Limited
28 Coforge BPS America Inc. N083 USD 82.11 546,050,155 (449,232,724) 1,251,658,588 1,154,841,156 2,052,820 3,517,203,793 (12,323,959) (121,597,733) 109,273,774 - 60% US
29 SLK GLOBAL PHILIPPINES, N084 PHP 1.51 231,072,763 539,679,831 1,091,704,080 320,951,487 - 1,521,933,424 547,009,549 34,606,464 512,403,085 - 60% PHILIPPINES
INC.
30 Coforge Healthcare Digital N086 USD 82.11 223,944,037 (25,644,486) 245,106,313 46,806,762 - 238,075,651 (24,417,556) 18,065 (24,435,621) - 55% US
Automation LLC
31 SLK Global Solutions North N085 USD 82.11 2,052,820 (577,003) 1,475,817 - - - 33,639 - 33,639 - 60% US
Carolina LLC
32 Coforge SpA, Santigiago N080 CLP 0.10 14,577,800 (738,143) 14,037,028 197,371 - - (301,075) - (301,075) - 100% Chile
33 Coforge Solutions Private N087 INR 1.00 700,000,000 (4,000,000) 1,017,000,000 321,000,000 - 718,000,000 (5,000,000) (3,000,000) (2,000,000) - 100% India
Limited - (29 June 2022 to 31
March 2023)

Note: Coforge Japan GK (Wholly owned by Coforge U.K. Ltd., UK) was incorporated on 7th March 2023
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ANNUAL REPORT 2022-23
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Annexure - D

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-
section (1) of section 188 of the Companies Act, 2013

1. Details of contracts or arrangements or transactions not at arm’s length basis NOT APPLICABLE

Point no 1 of Form No . AOC -2 is not Applicable

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis NOT APPLICABLE

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts / arrangements/transactions

d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) Date(s) of approval by the Board, if any:

(f) Amount paid as advances, if any:

NOTE: The above disclosure on material trasanctions is based on the principle that transactions with the Wholly owned
subsidiaries are exempt from Section 188(1) of the Companies Act, 2013.

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Annexure - E

SECRETARIAL AUDIT REPORT


For the financial year ended on 31st March, 2023
[Pursuant to section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
TO,
The Members, Coforge Limited,
8, Balaji Estate, Third Floor,
Guru Ravi Das Marg, Kalkaji,
New Delhi-110019
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the. adherence to good corporate
practices by “Coforge Limited” (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of Coforge Limited’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives, during the
conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial
year ended on 31s March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-
processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on 31st March, 2023, according to the provisions of

i) The Companies Act, 2013 (the Act) and the rules made there under;

ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

iii) The Depositories Act, 1996 and the Regulations and Bye- Laws framed there under;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment and Overseas Direct Investment;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as amended;

e) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client.

vi) Foreign Trade Policy of the Government of India (the law, which is applicable specifically to the Company, being 100%
EOU under Software Technology Park Scheme) to the extent of the following:

a) Obtaining Letter of Approval (LOA) for setting up 100% EOU under Software Technology Park (STP);

b) Obtaining License for setting up Private Custom Bonded Warehouse;

c) Submission of Monthly Progress Report;

d) Submission of Annual Progress Report.

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We have also examined compliance with the applicable clauses of the following:
i Secretarial Standards issued by the Institute of Company Secretaries of India;
ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited including
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards
etc. mentioned above subject to observations herein under:
1. The Company has identified certain cases as violations of the Insider Trading Code of the Company during the period under
review. As per the Company’s Code of Conduct to regulate and monitor Insider Trading in the Company, above Identified cases
were reported to the Audit Committee as well as Stock Exchange where securities of the Company are listed and appropriate
action was taken including but not limited to issuance of warning letter and imposing fine on the designated person.
2. Further, the Company has filed form FCGPR for certain allotments as per prevalent practice suggested by AD bank, however,
AD Bank has suggested different mode now, which Company is deliberating with the AD Bank and will get the Forms on record
in due course.
We further report that:-
The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
Adequate notice has been given to all directors to schedule the Board Meetings including committee meetings during the financial
year under review, agenda and detailed notes on agenda were sent properly before the scheduled meeting, and a system exists for
seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation
at the meeting.
In terms of the minutes of Board and committee meetings, all the decisions have been carried unanimously. The members of the
Board have not expressed dissenting views on any of the agenda items during the financial year under review.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of
the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that, during the audit period, the Company has:
(i) Allotted shares under Employee Stock Option Plan to its employees and officers of the Company and necessary compliances
of the Act was made;
(ii) Obtained approval of members for payment of profit related commission payable to Mr. Basab Pradhan (DIN: 00892181) as an
Independent Director of the Company and Chairman of the Board and necessary compliances of the Act was made;
(iii) Obtained approval of members through postal ballot for appointment of Ms. Mary Beth Boucher (DIN: 09595668 as an
Independent Director of the Company and necessary compliances of the Act was made;
(iv) Declared and paid dividend in accordance with the provisions of the Act and necessary compliances of the Act was made;
(v) Obtained approval of board for providing tax indemnity in relation to ESOP to Mr. Sudhir Singh CEO and Executive Director of
the Company.

FOR RANJEET PANDEY & ASSOCIATES


COMPANY SECRETARIES

Place: NEW DELHI CS RANJEET PANDEY


Date: 27.04.2023 FCS- 5922, CP No.- 6087
UDIN F005922E000258561

This report is to be read with our letter of even date which is annexed as Annexure-I and forms an integral part of this report.

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Annexure-I

TO,
The Members, Coforge Limited,
8, Balaji Estate, Third Floor,
Guru Ravi Das Marg, Kalkaji,
New Delhi-110019

Our report of even date is to be read along with this letter:

1. Management of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.

2. We have followed the audit practices. and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of the events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.

OR RANJEET PANDEY & ASSOCIATES


COMPANY SECRETARIES

Place: NEW DELHI CS RANJEET PANDEY


Date: 27.04.2023 FCS- 5922, CP No.- 6087
UDIN F005922E000258561

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ANNUAL REPORT ON CSR ACTIVITIES

1. Brief outline on CSR Policy of the Company

The Company’s Values & Beliefs statement is to ensure that in any association with society, society benefits substantially
more than what society gives to us and what society would gain from any other similar association. The policy spells out
Company’s philosophy towards its social responsibilities and lays down the guidelines, framework and mechanism relating to
the implementation, monitoring, reporting, disclosure, evaluation and assessment of projects, programs and activities forming
part of CSR. As part of its CSR initiatives, the Company continued its CSR drive around enviroment, education, employability,
infrastructure, local initiatives and engagement.

2. Composition of CSR Committee:

S.No Name of Director Designation/Nature Number of meetings of Number of meetings of


of Directorship CSR Committee held CSR Committee attended
during the year during the year
1 Kirti Ram Hariharan Chairman 1 1
2 Ashwani Puri Member 1 1
3 Hari Gopalakrishnan Member 1 1
4 Kenneth Tuck Kuen Cheong Member 1 1

3. Provide the web-link where Composition of CSR Policy,CSR committee and CSR projects approved by the board are disclosed
on the website of the company.

https://www.coforge.com/hubfs/Corporate-Social-Responsibility-Policy-V4-1.pdf

4. a. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).: Impact assessment is
not applicable to the Company.

b. Average net profit of the company as per section 135(5): INR 3,582 Mn

5. (a) Two percent of average net profit of the company as per section 135(5): INR 71.6 Mn

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

(c) Amount required to be set off for the financial year, if any: Nil

(d) Total CSR obligation for the financial year (7a+7b-7c): INR 71.6 Mn

Note*:
6. (a) CSR amount spent or unspent for the financial year:

Total Amount Amount Unspent (in Rs.)


Spent for the Total Amount transferred to Unspent Amount transferred to any fund specified under
Financial Year. CSR Account as per section 135(6). Schedule VII as per second proviso to section 135(5).
(in Rs.)
Amount (in Rs.) Date of transfer. Name of the Fund Amount. Date of transfer.
65,691,900 5,948,900 April 29, 2023 NA 0 NA
(65.7 Mn) (5.9 Mn)

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(b) Details of CSR amount spent against ongoing projects for the financial year:

8 (b)Details of CSR amount spent against ongoing projects for the financial year 22-23

1 2 3 4 5 6 7 8 9 10 11 12 13

Sl. Name of the Item from the Local Location of the Project Amount Amount Amount Mode of Mode of Implementation -
No Project. list of activities area project. duration. allocated spent in transferred to Implementation - Through Implementing
in Schedule VII (Yes/ for the the current Unspent CSR Direct Agency
to the Act. No). project financial Account for the (Yes/No).
(in Rs.). Year (in project as per
State District Rs.). Section 135(6) (in Name CSR
Rs.). Registration
number.

1 Community (ii) Promoting Yes UP Gautam 2022-24 3710000 3710000 0 No Rural CSR00001324
Library education, including Budhha Education And
special education Nagar Development
and employment (READ) India
enhancing vocation
skills especially
among children,
women, elderly
and the differently
abled and livelihood
enhancement
projects.

2 Community (ii) Promoting Yes UP Gautam 2022-24 18290000 18290000 0 Yes Skootr NA
Library education, including Budhha
special education Nagar
and employment
enhancing vocation
skills especially
among children,
women, elderly
and the differently
abled and livelihood
enhancement
projects.

3 Industry (ii) promoting Yes UP Gautam 2021-24 10000000 10000000 0 No RITNAND CSR00002905
Academia education, including Budhha BALVED
Partnership special education Nagar EDUCATION
with Amity and employment FOUDATION
enhancing vocation
skills especially
among children,
women, elderly
and the differently
abled and livelihood
enhancement
projects.

4 Industry (ii) Promoting Yes Punjab Mohali 2021-24 10000000 10000000 0 No CHANDIGARH CSR00037603
Academia education, including
Partnership special education
with and employment
Chandigarh enhancing vocation
University skills especially
among children,
women, elderly
and the differently
abled and livelihood
enhancement
projects.

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5 Environment (iv) ensuring Yes UP Gautam 2022-24 13000000 13000000 0 No Institute of CSR00001484
conservation environmental Budhha Livelihood
through Solid sustainability, Nagar Research &
liquid waste ecological balance, Training
management protection of flora
with ILRT and fauna, animal
welfare, agroforestry,
conservation of
natural resources
and maintaining
quality of soil,
air and water
4[including
contribution to the
Clean Ganga Fund
set-up by the Central
Government for
rejuvenation of river
Ganga].

8 (b)Details of CSR amount spent against ongoing projects for the financial year 22-23

1 2 3 4 5 6 7 8 9 10 11 12 13

Sl. Name of the Item from the Local Location of the Project Amount Amount Amount Mode of Mode of Implementation -
No Project. list of activities area project. duration. allocated spent in transferred to Implementation - Through Implementing
in Schedule VII (Yes/ for the the current Unspent CSR Direct Agency
to the Act. No). project financial Account for the (Yes/No).
(in Rs.). Year (in project as per
State District Rs.). Section 135(6) (in Name CSR
Rs.). Registration
number.

6 Environment (iv) ensuring Yes UP Gautam 2022-24 6920500 6920500 0 No S M SEHGAL CSR00000262
conservation environmental Budhha FOUNDATION
through sustainability,
Water ecological balance, Nagar
conservation, protection of
rejuvenation flora and fauna,
of ponds , animal welfare,
renewable agroforestry,
energy with conservation of
Sehgal natural resources
Foundation and maintaining
quality of soil,
air and water
4(including
contribution to
the Clean Ganga
Fund set-up
by the Central
Government for
rejuvenation of river
Ganga).

7 Environment (iv) ensuring Yes UP Gautam 2022-24 6209500 260600 5948900 No SOCIAL CSR00019933
conservation environmental Budhha ACTION FOR
through sustainability, Nagar FOREST &
Sustainable ecological balance, ENVIRONMENT
tree planting protection of flora
& forestation, and fauna, animal
promoting welfare, agroforestry,
renewable conservation of
energy with natural resources
SAFE(SOCIAL) and maintaining
ACTION quality of soil, air and
FOR FOREST water 4)including
& contribution to the
ENVIROMENT Clean Ganga Fund
set-up by the Central
Government for
rejuvenation of river
Ganga).

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

1 2 3 4 5 6 7 8
Sl. Name of Item from the Local Location of the Amount Mode of Mode of implementation -
No the list of activities area project. spent for the implementation Through implementing agency.
Project. in Schedule VII (Yes/No). State District project (in Direct (Yes/No)
Name CSR Registration
to the Act. Rs.)
number
- - - - - 0 - 0 -

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(d) Amount spent in Administrative Overheads INR 20,10,800/-


(e) Amount spent on Impact Assessment, if applicable:Impact Assessment is not Applicable, whareas INR 15,00,000 is spent
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): INR 65,691,900/-
(g) Excess amount for set off, if any:Nil

Sl. No. Particular Amount (in Rs. Mn)


(i) Two percent of average net profit of the company as per section 135(5) 71,640,800 (71.6 Mn)
available for FY23
(ii) Total amount spent for the Financial Year FY23 65,691,900 (65.7 Mn)
(iii) Excess amount spent for the financial year [(ii)-(i)] -
(iv) Surplus arising out of the CSR projects or programmes or activities of the -
previous financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] -
7. (a) Details of Unspent CSR amount for the preceding three financial years:

Sl. Preceding Amount Amount Amount transferred to any fund specified under Amount
No Financial transferred to spent in the Schedule VII as per section 135(6), if any. remaining to
Year. Unspent CSR reporting be spent in
Account under Financial Year succeeding
section 135 (6) (in Rs.). Name of the Fund Amount (in Rs). Date of transfer. financial years.
(in Rs.) (in Rs.)
Not applicable
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

1 2 3 4 5 6 7 8 9
Sl. Project ID. Name of the Financial Year Project duration. Total Amount Cumulative Status of
No. Project. in which the amount spent on the amount the project -
project was allocated project in spent at Completed /
commenced. for the the reporting the end of Ongoing.
project Financial reporting
(in Rs.). Year (in Rs). Financial
Year. (in Rs.)
Not applicable
8. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR
spent in the financial year
(Asset-wise details)- Not applicable
(a) Date of creation or acquisition of the capital asset(s): Not Applicable
(b) Amount of CSR spent for creation or acquisition of capital asset: Not Applicable
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address
etc: Not Applicable
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset):
Not Applicable
9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not
applicable

Kirti Ram Hariharan Sudhir Singh


Chairman, CSR Committee CEO & Executive Director
Date: April 27, 2023

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and synchronized tightening of monetary policy by most central


banks is showing early signs of easing inflation though it’s still far-
fetched from their targets. As per the IMF, the side effects from
Management’s the fast rise in policy rates are becoming apparent, as banking
sector vulnerabilities have come into focus and fears of contagion
Discussion and
have risen across the broader financial sector, including nonbank
Analysis financial institutions. Policymakers have taken forceful actions to
stabilize the banking system after the failures of two U.S. regional
banks and the forced merger of Credit Suisse.

As the world witnessed end of the era of free money, which


Management’s Discussion and Analysis: FY2023 had been prevalent for almost a decade, the coming fiscal
(Note: data and commentary refer to consolidated performance, year is expected to see a tough time for the global economy.
unless otherwise stated) The International Monetary Fund (IMF) in its April 2023
“World Economic Outlook” has forecasted the global growth
FY2023: Coforge Achieves US$ 1 Billion Revenue to bottom out at 2.8% for the year 2023 against 3.4% in 2022,
Coforge’s entry into the US$ one billion revenue club is the result before rising modestly to 3% in the year 2024. Advanced
of commitment of its passionate employees as well as consistent economies are expected to see an especially pronounced growth
support from our clients and all the stakeholders. This landmark slowdown, from 2.7% in 2022 to 1.3% in 2023. However, IMF
opens multiple new opportunities and puts the company firmly at expects the U.S. economy to grow at 1.6% at the back of strong
the beginning of the next level of growth journey towards its new labour markets. Meanwhile, the Indian economy has shown good
milestone of US$ 2 billion in revenue. resilience and continues to be the fastest growing economy in
the world.
FY23 was also characterized as the year when we laid the
foundation for our growth journey towards the US$ 2 billion According to India’s premier information & technology sector body,
milestone through significant investments and initiatives to The National Association of Software and Services Companies
materially enhance firm’s leadership, capabilities, and execution (NASSCOM), despite several global headwinds and moderation
prowess. Despite the fast evolving and highly uncertain in demand seen in the last quarter of financial year 2023, the
macroeconomic environment throughout the year, we continued Indian IT industry’s value proposition of resilience, agility, and a
our focused approach towards execution-led growth and remain transformation partner for the global enterprises, has enabled the
confident that our definitive actions in FY23 will enable us to industry to strengthen its leadership in core and emerging areas.
continue delivering robust growth in the future. The financial year It expects spending on digital to continue with evolving priorities
under review also witnessed continuing easing of supply-side as per changing macroeconomic environment. With evolving
constraints resulting in our LTM attrition improve from 17.7% in buyer preferences, tech service providers are increasingly
FY22 to 14.1% in FY23. pivoting to being transformational partners over vendors with
a focus on bringing domain specialization and impact-based
We are pleased to report that Coforge registered a total revenue
commercial arrangements. Due to which NASSCOM expects the
growth of 24.6% in reported terms,15.6% in US$ terms and
India’s technology industry to continue to grow with a double-
22.4% in constant currency terms in FY23.
digit growth in FY23E. The growth has been across segments
The Adjusted EBITDA margin stood at 18.3% and consolidated net of IT services, Business Process Management (BPM), Software
profits after tax excluding one-offs for the year stood at Rs. 8,117 Products, Engineering and Research & Development (ER&D),
million and saw a growth 22.7% during FY23. and Domestic market.

Global Economic Outlook and Industry Overview The resilience outlook in tech spends is also corroborated by
Gartner, which in its April 2023 forecast has indicated an increased
The global economy last year witnessed a gradual recovery from
IT spending despite global economic turbulence. Gartner has
both the pandemic and the Russia-Ukraine war. China’s reopened
projected the Worldwide IT spending to total US$ 4.6 trillion in
economy seems to be rebounding firmly and the supply chain
2023, an increase of 5.5% from 2022. The IT services segment
disruptions are unwinding, while dislocations to energy and food
is also expected to grow by 9.1% to US$ 1.36 trillion in 2023 and
markets caused by the Russia-Ukraine war are receding.
is expected to post a double-digit growth of 10.2% in 2024 at $1.5
However, the inflation across major economies remains very high trillion. It also expects the banking crisis in US and Europe to
with the US & UK inflation already hitting at a four-decade high. remain contained and impact more to the start-up ecosystem. At
To tame the decadal high inflation, the major economies’ central the back of many countries expecting a near flatting GDP growth,
bankers have been steeply hiking the interest rates. This massive it does not expect any slowdown in digital transformation. Despite

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layoffs seen in tech sector, it expects demand of tech talent to Net Promoter Score (NPS) achieved in the Voice of Customer
outstrip supply until 2026. The IT spending on internal services survey for 2023, and in a high repeat business rate. In FY23,
could slow down across industries, and as a result, enterprises our repeat business (which is defined as revenue from existing
would be spending more money to retain fewer staff and turning clients at the start of the applicable year that generated revenue
to IT services firms to fill in the gaps. This augurs well for the in such year) stood at 92%. The focus on high-quality execution
Indian IT services sector. drove the firm’s top 10 accounts FY23 growth of 18.2% in US$
According to NASSCOM, India remains a global talent hub with terms. The firm has also become empanelled as a preferred tech
the technology sector employing over 5.4 million workforce and services partner across multiple Fortune 100 and Fortune 500
creating 290,000 new jobs in FY23. With a 36% digitally skilled clients. As of March 31, 2023, Coforge is serving 61+ Forbes
workforce, the industry remains on the top in terms of AI skills Global 1000 clients.
penetration, the 2nd largest in terms of AI/ML BDA talent pool,
globally and 3rd globally, in terms of installed supply of Cloud A structured go-to-market strategy along with focus on selected
professionals. verticals has also resulted in increased ticket size of the deals
being won by the firm. During financial year 2023, Coforge
Further, NASSCOM also mentions that the proportion of
signed 11 large deals ($20mn+ TCV). This included two $50+
digital technology has increased from 26-28% in FY20, to over
32-34% in FY23. The IT/Tech industry has seen increased million and five $30+ million contracts. These large deals bring
penetration of digital tech in areas like Analytics, Cloud, and into play all of Coforge’s core transformation capabilities across
Cybersecurity which are emerging as the fastest growing enterprise architecture, industry consulting, data architecture,
segments wherein the share of Cloud deals was reportedly 4x of cloud engineering, digital integration, and intelligent automation.
the pre-pandemic levels. The total order intake for the year stood at an all-time high of US$
1.3 billion.
Our Strategy
Globally, organizations would like to keep meeting their B) Strengthening partnerships ecosystem
strategic objectives by leveraging digital even in an uncertain We materially strengthened our partnerships with leading
environment. Technology has become mission-critical to
industry platform providers during the financial year 2023. Our
business success and enterprises need to monitor and evaluate
partnership with ServiceNow was enhanced to an elite level
implementation of technologies that will help the organizations
partner status. This upgraded partnership with ServiceNow
to run more efficiently every day to remain agile and achieve
will open doors to our customers for innovative co-developed
a competitive edge. IT transformation that would be priority
into the coming year will be a wider adoption of low-code / no- industry solutions with a faster time to market.
code platforms, increased migration to the cloud, leveraging AI We also expanded our partnership with Google in APAC to offer
and ML technologies, increased automation, data & analytics, our clients Google Cloud platform-based solutions. Coforge
virtual business collaboration, everything-as-a-service (XaaS)
was also accredited by AWS as a public sector partner. This
and wider investments in technologies like generative AI, cyber
partnership will enable us to provide tailored cloud-based
security, etc.
solutions on AWS platforms for our customers in government
Coforge has robust presence across and critical mass in and non-profit sectors.
capabilities of products and platforms, intelligent automation,
data and integration, cloud and infrastructure management, Coforge received the Azure Expert Managed Service Provider
software engineering and business process management. Our tier with Microsoft. We also concluded our partnership with
strategy remains rooted in our deep domain expertise in the Sysdig, the unified Cloud and Container Security Leader. This
verticals where we operate, and effective delivery execution has has seen us launch our container security and monitoring
and continues to be a core part of our customer value proposition. services. Furthermore, as part of our efforts to expand our
During the year, we continued investments in developing deep partnership ecosystem, Coforge entered new partnerships with
expertise in next-generation digital technologies and expanded Databricks, a cloud data and AI company and with Newgen, a
our partnerships with leading product & platform providers in global provider of a low-code digital transformation platform.
digital and cloud domains. A partnership with key low-code, no-code platform players like
For FY23, the digital, cloud & infrastructure management Pega and Appian continues to fuel significant growth for our
services constituted 64% of the firm’s global technology services Digital Process Automation business.
revenues (which excludes BPS service offering revenues).
We also announced a partnership with the Mack Institute for Innovation
A) Client Centricity and Execution Focus management at the Wharton Business School. This partnership will
We believe that an intense focus on execution is at the core of our help re-enforce our efforts to enhance our technology capabilities and
operating culture. The focus on execution reflects in the healthy to help us deliver value-add solutions to our customers.

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C) Investing in capabilities and emerging technologies In recognition of Coforge’s Learning & Development efforts, we
were awarded the Leaders Award for ‘Best Learning Outcome
In line with our mission to ‘Engage with the Emerging’, we
2022’ by Skillsoft, a global leader in corporate digital learning.
announced a Center of Excellence (CoE) dedicated to exploring
applications of Web3 Technologies and the Metaverse. The As proof of Coforge’s strong commitment to seamless business
CoE was inaugurated as part of Coforge’s Annual Technology continuity, we were certified a new ISO 23001 model for BCMS,
Conference, TechCon 2022 that saw multiple demonstrations, Business Continuity Management System. This new standard
and proof of concepts for the Metaverse using cases across provides an international best practices framework for security,
industry verticals. The Coforge Metaverse experience Center resilience, and business continuity in an organization.
is a virtual reality space that is being used to demonstrate use The CMMI Institute assessed Coforge Delivery Services at CMMI
cases across industries. We have also embarked on a program Maturity Level Five. This is the Seventh Consecutive Time we’ve
to use the Metaverse for our leadership assimilation programs achieved CMMI Maturity Level 5, since our very first assessment
and employee onboarding here at Coforge which is a great way in 2004.
to deliver value while we build up our metaverse capabilities.
During the year, Coforge was proudly recognized as one of India’s
We also announced setting up of a low code/no code service line Best Workplaces for Women. We have won this recognition
to focus on developing industry-specific use cases, leveraging second year in a row, and this added testament to our people-
low code/no code platforms, such as Pega, Appian, Mendix and centric approach, and employee-friendly policies comes after
OutSystems to accelerate time-to-market for our customers. having been certified as a Great Place to Work® in the last
We continue to invest in improving our engineering excellence quarter.
through initiatives such as developing a plug-and-play devops
Financial Performance
framework, and an automation accelerator framework.
Consolidated revenue for the full year FY2023 grew 24.6% over
During the year, we had shared our plans about transforming
last year to Rs. 80,146 million. In constant currency (cc) terms,
the legacy ADM service-line into a product engineering focus
growth for the year was 22.4%.
capability. This is an ongoing area of focus, and we have initiated
large, targeted, learning and development (L&D) initiatives The BFS vertical registered stellar growth of 47.0% in CC terms
towards this. The L&D programs have also been expanded to in FY23 and contributed 30.7% of the total revenues. TTH vertical
cover project and program management areas. We also continue grew 21.5% and contributed 19.1% of the total revenues. The
to invest into domain-specific skills development, using learning Insurance vertical growth declined by 3.7% and contributed
academies that deliver domain-specific learning paths. This 22.6% of the total revenues. Other businesses, including
model has also been extended to key customers, where the primarily Healthcare, Hi-tech, Retail and Overseas Public Sector
learning programs are client specific, and they deliver the benefit collectively grew 23.1% year-on-year in CC terms and they
of higher productivity as well as better retention of people. represented 27.5% of the overall revenues.

The geo-based growth cuts also showed sustained growth.


Recognitions
Americas, which contributes to 49.9% of global revenues, grew
On the recognition front, Coforge received an award for the by 20.2% year-on-year. EMEA revenues grew by 36.9% YoY
‘Best Use of (AI) Artificial Intelligence in the BFSI sector’ at the and now represents 38.9% of the revenue mix. RoW grew 8.3%
Financial Express-FUTECH Awards 2022. We were recognized during the year and contributed 11.2% to total revenues.
for the application of AI in credit risk scoring. In addition, we won
Reflecting on the revenues by service offerings, Data and
the award from MuleSoft for the ‘Breakthrough Partner of the
Integration contributes 23.5% of the overall revenue mix grew
Year, our 8th consecutive award from MuleSoft in the recent few
40.5% in FY23. Intelligent Automation contributes 12.0% and
years.
grew 8.4% and Product Engineering now contributes 10.1% of
Coforge was named in the Top 15 Service and Technology the total revenues. Cloud and Infrastructure Management offering
Providers standout globally by ISG and we were Among the contributes 18.3% and grew 27.9%, Software Engineering
Leading Providers in the Booming 15 Category based on the contributes 26.2% and grew 31.3%. Business Process Services
Annual Contract Value won over the last 12 months according to (BPS) now contributes 9.9% of FY23 revenues.
the Third Quarter 2022 Global ISG IndexTM. The significant growth in revenue was accompanied by an
We were recognized for the first time in the Everest Peak Matrix uptick in gross margins as well during the year. For FY23,
for Application & Digital services for both P&C and L&A insurance gross margins increase by 55 bps to 32.5% and the Company
segments. We were classified as a star performer in the major invested substantially in the front-end leadership and capability
contender segment. enhancements throughout the year. EBITDA (before ESOP and

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acquisition related costs) increased by 21.5% during the year DSO decreased to 61 days as on March 31, 2023, compared to
and stands at Rs. 14,649 million, translating into margin of 18.3% 63 days a year ago.
for the year. Selling, General & Administrative (SG&A) expenses
Segment Results
as a % of total revenue increased from 13.3% in FY22 to 14.3%
in FY23. Segment information at Year % to Year % to
Consolidated level Ended Income Ended Income
EBIT grew by 29.1% year-on-year and stands at Rs. 11,468 March March 31,
31, 2023 2022
million, resulting in margin of 14.3%.
Revenue from Operations Rs. Mn. Rs. Mn.
Coforge has filed for an ADR for which it has incurred an expense Americas 40,020 49.9% 33,288 51.8%
of Rs. 523 Million over the last 18 months. These expenses Europe, Middle East and 31,175 38.9% 22,771 35.4%
Africa
were reflected as recoverable from the selling shareholders
Asia Pacific 5,817 7.3% 5,439 8.5%
in the balance sheet. As the market conditions continue to be
India 3,134 3.9% 2,822 4.4%
unfavorable for the ADR issue, basis accounting prudence, a Total Income 80,146 64,320
provision of Rs. 523 million for these expenses has been made in Adjusted EBITDA
Q4FY23. Additionally, the board has approved an amount of Rs. Americas 6,176 6,056
803 million towards gifts to all the employees and celebrations Europe, Middle East and 6,611 4,706
Africa
across all locations for achieving US$ 1 billion milestone. An
Asia Pacific 749 590
amount of INR 803 million towards gifts has been incurred in
India -286 -198
Q4FY23. Total 13,250 11,154
Depreciation and 2,585 2,272
Excluding these exceptional one-off charges, the net profits (after
Amortization)
minority interest) for the year increased by 22.7% and stood at
Other Income (net -630 -267
Rs. 8,117 million, implying a net margin of 10.1%.
Profit Before Exceptional 10,035 8,615
The effective tax rate for the year (adjusted for one offs) stood at items

20.4% as against 17% in the previous year. Exceptional items 523 -


Profit Before Tax 9,512 8,615
Verticals: contribution to FY2023 FY2022 Provision for Tax 2,061 1,468
Profit after Tax 7,451 7,147
consolidated revenues (in %)
Banking and Financial Services 31% 26% Key Financial Ratios FY 2022-23 FY 2021-22
EBITDA Margin (%)* 17.5% 17.3%
Insurance 23% 28% Net Profit Margin (%)* 10.1% 10.3%
Travel, Transportation & Hospitality 19% 19% Days sales outstanding - Billed 61 63
Return on Equity (RoE) 23.9% 25.5%
Others 28% 27%
Debt-Equity Ratio 0.11 0.13
Geographies:contribution consolidated FY2023 FY2022 Debt Service Coverage Ratio 20.19 22.65
revenues (in %) Current Ratio 1.50 1.88
Americas 50% 52% *FY23-Adjusted for 1-OFFs- US Dollar 1 Billion Milestone Cost
EMEA* 39% 35% and ADR Expenses.
Rest of World 11% 13% Human Resources
* Comprises of United Kingdom, Europe, and Middle East. During the financial year, we added net 724 people to our
Robust Balance Sheet headcount. Total headcount of the firm stood at 23,224 at the
end of FY23. The firm added 480 freshers in FY23.
As on March 31, 2023, cash and cash equivalents were Rs. 6,025
million (compared to Rs. 4,718 million a year ago on March 31, Utilization including trainees during the year stood at 78.9% as
2022). This increase in cash is primarily attributed to operating compared to 77.1% in the previous year. Despite industry-wide
cash flow generation in the business offset by investments and supply-side challenges, attrition stood at 14.1% compared to
dividend pay-outs. The Company’s total liabilities as on March 31, 17.7% in Fiscal 2022. Our attrition remains one of the lowest
2023, were Rs. 25,135 million that included Future Acquisition across the industry and a best testament to the Coforge culture.
Liability of Rs. 3,865 million, lease liabilities of Rs.2,240 million Risks and Concerns
and Non-Convertible Bonds of Rs 3,382 million. The Company’s
net worth (excluding minority interest) as on March 31, 2023, Risks and uncertainties related to our business and industry
stood at Rs. 30,825 million. include, but are not limited to, the following:

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• The resurgence of pandemic like COVID19 witnessed our competitive position and client relationships, may be
about a year back, either at a regional or global level could adversely affected.
impact our sales and results of operations. During fiscal
• A reduction in the outsourcing budgets of, and strategic
2023, the impact on our revenue due to supply and demand
decisions to reduce the use of third parties by, our existing
risks we experienced from the COVID-19 pandemic was
and prospective clients could affect our pricing and volume
not significant.
of work.
• Technology spending on products and services by our
customers and prospective customers depending on many • Our ability to continue to develop and expand our service
factors, including the economic, geo-political, monetary and offerings to address emerging business demands
fiscal policies and regulatory environment in the markets in and technological trends, including our ability to sell
which they operate in. differentiated services, may impact our future growth. If we
are not successful in meeting these business challenges,
• Economic slowdown including recession could impact the
our business, financial condition and results of operations
economic health of a nation and industries which operate
may be materially and adversely affected.
from those nation like US, UK, Germany etc, from where
we derive our major revenue. • Foreign exchange-related risk could adversely affect our
business.
• Resourcing risk - Our business is dependent on our ability to
attract and retain highly skilled professionals, succession, Outlook
employee development and training.
We are proud of Team Coforge to have hit the US$ 1 bn revenue
• Cyber Security risk – with change in technologies and milestone a year before what was originally envisaged, and that
adaption of new technologies by customers cyber security too despite a COVID year which severely impacted Company’s
is an important risk for successful operations of our
travel vertical’s business. We now are planning towards our
business.
next revenue milestone of US$ 2 billion and FY23 was all about
• The risk of COVID-19 type pandemic in the future and proactively putting the right building blocks in place for that goal
resultant changing immigration regulations, which had and beyond. While there are looming macro headwinds and
affected our ability to deploy our personnel around the recession in few of our markets, the record high large deal wins,
world for successful operations remains a risk. strong executable order book, strong deal pipeline, presence in
• If we were to lose the services of members of our senior high spend verticals (BFSI/HLS/Public Sector), investments in
leadership team or other key employees, our business, hiring top notch leaders and the new structure being in place, give
financial condition and results of operations, including us confidence towards continued growth momentum in to FY24.

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Annexure I
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
SECTION A: GENERAL DISCLOSURES
I. Details of the listed entity

1 Corporate Identity Number (CIN) of the Listed Entity L72100DL1992PLC048753


2 Name of the Listed Entity: Coforge Limited
3 Year of incorporation: 1992
4 Registered office address 8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New
Delhi -110019
5 Corporate address Special Economic Zone, Plot No. TZ-2& 2A, Sector - Tech
Zone, Greater Noida (UP) - 201308, India
6 E-mail investors@coforge.com
7 Telephone Regd. Office: +91 11 41029 297
Corporate Office: +91 120 4592300
8 Website: www.coforge.com
9 Financial year for which reporting is being done April 1, 2022 to March 31, 2023
10 Name of the Stock Exchange(s) where shares are listed : 1. National Stock Exchange of India Limited (NSE)
2. BSE Limited (BSE)
11 Paid-up Capital (as on March 31, 2023): INR 610,870,800
12 Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the
BRSR report:
• Sudhir Singh, Chief Executive Officer and Executive Director, ; sudhir.singh@coforge.com
• Vic Gupta, Chief Sustainability Officer, ; vic.gupta@coforge.com
• Barkha Sharma, Company Secretary & Chief Compliance Officer, ; barkha.sharma@coforge.com
13 Reporting Boundary: The Basis of Reporting is Standalone (unless otherwise noted)
II. Products/services
14. Details of business activities (accounting for 90% of the turnover):

S. No. Description of Main Activity Description of Business Activity % of Turnover of the entity

1 Information & Communication Computer Programming, consultancy, and related 100


services

15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):

S. No. Product/Service NIC Code % of total turnover contributed

1 Computer programming, consultancy, and Class:6201 100


related activities
Sub-class:62011 &62013

III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated:

Location Number of plants Number of offices Total

National NA 21 21

International NA 03 03

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17. Markets served by the entity:


a. Number of locations

Locations Number
National (No. of States) 18
International (No. of Countries) 14
b. What is the contribution of exports as a percentage of the total turnover of the entity?
Approx. 86%
c. A brief on types of customers: Computer Programming, consultancy and related services are provided to the following industry:
• Banking & Financial Services Sector
• Insurance Sector
• Travel & Tourism Sector
• Hospitality Sector
• Retail Sector
• Healthcare Sector
• Public sector
IV. Employees
18. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):

S. No. Particulars Total Male Female


(A)
No. (B) % (B / A) No. (C) % (C / A)
EMPLOYEES
1 Permanent (D) 12240 9214 75% 3026 25%
2 Other than Permanent (E) 1225 1128 92% 97 8%
3 Total employees (D + E) 13465 10342 77% 3123 23%
WORKERS
4 Permanent (D) NIL NIL NIL NIL NIL
5 Other than Permanent (E) 629 535 85% 94 15%
6 Total employees (F + G) 629 535 85% 94 15%

b. Differently abled Employees and workers:

S. No. Particulars Total Male Female


(A) No. (B) % (B / A) No. (C) % (C / A)
DIFFERENTLY ABLED EMPLOYEES
1 Permanent (D) NIL NIL NIL NIL NIL
2 Other than Permanent (E) NIL NIL NIL NIL NIL
3 Total employees (D + E) NIL NIL NIL NIL NIL
DIFFERENTLY ABLED WORKERS
4 Permanent (D) NIL NIL NIL NIL NIL

5 Other than Permanent (E) NIL NIL NIL NIL NIL

6 Total employees (F + G) NIL NIL NIL NIL NIL

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19. Participation/Inclusion/Representation of women

Particulars Total No. and percentage of Females


(A) No. (B) % (B / A)
Board of Directors 8 1 13%
Key Management Personnel 3 1 33%
20. Turnover rate for permanent employees and workers
(Disclose trends for the past 3 years)

FY 2023 FY 2022 (Turnover rate in FY 2021 (Turnover rate in the year


(Turnover rate in current FY) previous FY) prior to the previous FY)
Male Female Total Male Female Total Male Female Total
Permanent
36.26% 32.54% 35.36% 41.16% 40.21% 40.92% 22.36% 23.98% 22.77%
Employees
Permanent NIL NIL NIL NIL NIL NIL NIL NIL NIL
Workers
V. Holding, Subsidiary and Associate Companies (including joint ventures)
Yes, please refer the information on Holding, Subsidiary and Associate Companies as provided in the Annual Report for more
information.
21. (a) Names of holding / subsidiary / associate companies / joint ventures
Please refer to AOC-1 (in the Board Report).
VI. CSR Details
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) Yes
(ii) Turnover (in Rs.) – 42,305 (INR Mn)
(iii) Net worth (in Rs.) – 26,153 (INR Mn)
VII. Transparency and Disclosures Compliances
The Company’s Code of Conduct aims to uphold the standards of its business ethics and practices, which are required to be
observed in all business transactions. These are applicable to all its employees as well as Directors. This Code of Conduct and
Business ethics is available on the Company’s website www.coforge.com and covers all aspects of its operations.
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business
Conduct:

Stakeholder Grievance Redressal FY 2023 FY 2022


group from whom Mechanism in Place Current Financial Year Previous Financial Year
complaint is (Yes/No)
received Number of Number of Remarks Number of Number of Remarks
(If Yes, then provide complaints complaints complaints complaints
web-link for grievance filed during pending filed during pending
redress policy) the year resolution the year resolution
at close of at close of
the year the year
Communities Please see below Nil Nil Nil Nil Nil Nil
Investors (other than Please see below Nil Nil Nil Nil Nil Nil
shareholders)
Shareholders Please see below 1 0 - - - -
Employees and Please see below 2 0 - - - -
workers
Customers Please see below - - - - - -
Value Chain Partners Please see below - - - - - -
Other (please specify) Please see below - - - - - -

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Please see our website for various policies such as:


• Code of Conduct - https://www.coforge.com/investors/code-of-conduct
• Various Policies such as Whistle Blower, RPT, Board Diversity, etc. - https://www.coforge.com/investors/policies
24. Overview of the entity’s material responsible business conduct issues
Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters
that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk
along-with its financial implications, as per the following format

S. No. Material issue identified Indicate Rationale for In case of risk approach Financial implications
whether identifying the risk/ to adapt or of the risk or
risk or opportunity mitigate opportunity (Indicate
opportunity positive or negative
(R/O) Implications)
1 Climate Change: Climate Risk If Climate Change Our strategies include
change is a global issue is not addressed in steps to reduce our
that requires immediate time, it may lead to carbon footprint, with
action. sub-optimal living renewable energy
conditions. sources, implementing
energy-efficient lights and
buildings and investing in
carbon offset programs via
our CSR activities. All such
effort will require funding
in capital goods, time from
employees, and activities
to support our ability to
be carbon neutral and
reduce our environmental
footprint.
2 Water Conservation: Water Opportunities We believe that Our strategies to
being a precious resource, conservation of reduce water usage
conserving it is crucial for Water offers an and minimize waste,
the sustainability of our opportunity to help such as using low-
planet. to slow the Climate flow fixtures, water-
change free urinals, recycling
wastewater, treatment
via affluent plants and
implementing rainwater
harvesting systems are
few opportunities.
3 Waste Management: Opportunities Reducing waste Our strategies are to
Proper waste management with recycling is an reduce waste, recycle
is essential for protecting opportunity to save materials, remove
the environment and more of our landfills single-use plastics and
reducing our environmental dispose of hazardous
footprint. waste safely. This
supports our ambition
for environment
protection and
conservation.

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4 Talent & Education: Opportunities Bringing education Our strategies include


Investing in talent and and shaping talent providing employees
education is essential for for all the community with opportunities
the long-term success of provides us with for professional
Coforge. future employees development and
education, as well as
creating a diverse and
inclusive workplace
culture. This in turn
will help us be more
creative, diverse,
inclusive, and global
citizens.
5 Governance: Good Risk Governance and Our strategies include
governance is critical for Risk Management implementing ethical and
the success of Coforge and are always transparent business
sustainability of the planet. challenging to practices, establishing
manage in an effective risk management
everchanging world strategies, and ensuring
compliance with regulatory
requirements.
6 Employee Health & Safety: Risk Employee Health While employee wellness
Protecting the health and and Safety is a is a top priority, we are
safety of employees is a top challenge as we saw not immune to the Force
priority. during COVID years Majeure events such as
Covid, Weather & crime
related, and others. Some
of our strategies include
implementing safety
protocols, providing access
to healthcare resources,
and promoting healthy
lifestyles for all employees.
7 Cyber Security: As Risk In today’s Digital We have implemented
companies become age, protecting our a robust set of security
increasingly reliant on assets are critical to measure and controls
technology, cyber security our operations to protect against cyber
is a growing concern. threats and safeguard and
protect sensitive data of
Coforge and our clients.
8 Diversity Equity & Inclusion: Opportunities Our DEI and Our strategies include
Promoting diversity, equity, associated policies implementing policies to
and inclusion is essential offer our clients a prevent discrimination,
for creating a positive more diverse and fostering a culture of
workplace culture and varied views to solve respect and inclusivity,
supporting the success of a problem and promoting diversity
all employees. in hiring practices. This
enables us to be bring
many diverse ideas and
cater to larger set of
clients.

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9 Community Development: Opportunities As we develop Our strategies


Development of community communities include engaging
we live in is a critical focus around us, we are in philanthropic
for us. sure to find future initiatives, supporting
employees local businesses,
volunteering employee
time and promoting
economic development.
Increasing community
activity enables us to
create future Coforge
first-class employees.
10 Code of Ethics: An Opportunities Establishing Ethics Our intention and
important cornerstone of is an opportunity ambition are to
our organization operations to reflect and operate ethical under
is to operate with integrity gain mindshare all circumstances.
and with ethical principles. among our clients, Our strategies to
partners, suppliers, mitigate include
shareholders, and establishing a code of
employees conduct, implementing
compliance and ethics
training programs, and
holding employees
accountable for ethical
violations.
11 Green IT: The IT industry is Opportunities Leveraging cloud Our strategies
a significant contributor to and other Green IT include using green
carbon emissions. technologies helps technologies, such as
us to reduce our cloud, to further reduce
carbon footprint our environmental
footprint and impact
along with usage and
promotion of third-
party renewable energy
sources.
12 Supply Chain Sustainability: Opportunities Enabling a Our strategies include
Ensuring the sustainability sustainable value implementing ethical
of the supply chain is critical chain increases our sourcing practices,
for our long-term success. impact exponentially promoting sustainable
manufacturing
practices, and
minimizing the
environmental impact
of transportation and
logistics.
SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the
NGRBC Principles and Core Elements.

Disclosure P1 P2 P3 P4 P5 P6 P7 P8 P9
Questions

1 a Whether your entity’s policy/policies cover each Y Y Y Y Y Y Y Y Y


principle and its core elements of the NGRBCs.
(Yes/No)

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b Has the policy been approved by the Board? (Yes/ Y Y Y Y Y Y Y Y Y


No)

c Web Link of the Policies, if available Code of Conduct : https://www.coforge.com/investors/code-of-


conduct Whistle blower Policy: https://www.coforge.com/hubfs/
Whistle-Blower-Policy-Coforge.pdf
CSR Policies- https://www.coforge.com/hubfs/Corporate-Social-
Responsibility-Policy-V4-1.pdf

2 Whether the entity has translated the policy into Y Y Y Y Y Y Y Y Y


procedures. (Yes / No)

3 Do the enlisted policies extend to your value chain Y Y Y Y Y Y Y Y Y


partners? (Yes/No)

4 Name of the national and international codes/ Y Y Y Y Y Y Y Y Y


certifications/labels/ standards (e.g. Forest Stewardship
Council, Fairtrade, Rainforest Alliance, Trustee)
standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by
your entity and mapped to each principle.

5 Specific commitments, goals and targets set by the


Y Y Y Y Y Y Y Y Y
entity with defined timelines, if any.

6 Performance of the entity against the specific


commitments, goals and targets along-with reasons in Y Y Y Y Y Y Y Y Y
case the same are not met.
Governance, leadership and oversight
7 Statement by director responsible for the business Our ESG/S is an exhaustive strategy threaded in every aspect
responsibility report, highlighting ESG related of our operational fabric. It helps us to reduce our impact to the
challenges, targets and achievements (listed entity has environment, offers alignment and affinity to social and community
flexibility regarding the placement of this disclosure) values, and ensures responsible and ethical practices employed
across all functions”
ESG/S (Environmental, Social, and Governance) including
Sustainability are critical components of Coforge’s organizational
strategy. They are an essential part of the DNA of the organization
supported with policies, processes, and standards to ensure long-
term sustainability and success of all our stakeholders. It helps us
create trust with customers and stakeholders, help us to streamline
and increase operational efficiency, offers a platform for employees,
partners, suppliers, and customer engagements, and enables us
to build an inclusive culture with social values. It helps us to ensure
that the services we provide are the most environmentally friendly
and our employees are treated fairly and equitably.

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Our investments in ESG practices will ensure that we can continue


to provide our services in a responsible manner and that we are
creating trust and loyalty with our employees, partners, suppliers,
customers, and all stakeholders. Our ESG/S Ambitions, strategies
and pledges consider a comprehensive approach to sustainability
that consider both long term view and short-term implications of
our activities and decisions. They are specifically aligned towards
fighting climate change, range of social and community activities
supporting employees, suppliers, and client alike, and ensuring
ethical and responsible governance practices are adopted. We are
also committed to aligning to the UN Sustainable Develop Group
objectives and have adopted all 17 objectives in our activities and
operations.
Environment - Reduce our carbon footprint and greenhouse gas
emissions.
Our environmental strategies are focused on reducing our impact
on the environment by reducing our reliance on fossil fuels and
increasing the renewable fuel consumption. Ensure we use low
emissions fuels such as LPG and CNG in all our fleet services, use
only energy efficient appliances, lights, and fixtures, ensure all our
buildings and facilities are green and LEED certified, and reducing
our waste and recycling as much as possible.
• Climate Change – Be carbon neutral by 2030. Reduce our fossil
fuel consumption and increase carbon offsets using impactful
social and environment development projects.
• Water Conservation – Be Water Positive by 2030. Conserve,
harvest and recycle water to effectively be water positive.
• Waste Management – Be zero waste by 2030. Create an effective
waste management ecosystem to reduce waste, recycle as much
as possible and minimize to landfill
Social - Inspire inclusive growth.
Our values extend beyond the services we offer and deliver to our
clients. It exemplifies and extends to all our extended communities
and society at large that we are part of and can positively influence
the economic development by changing the lives for the better.
This helps us to address economic divide and inequality and
provide equal opportunity for all. Enables us as global citizens
to drive positive change and demonstrate responsible behavior
across the value chain.
• Employee health & wellness – Ensure every employee’s health
and wellness, be it physical, mental, financial, emotional, and
overall wellness is managed and maintained. Empower every
employee to do the best they can both in professional and personal
life while attracting new and retain existing.

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• Upliftment of social livelihood – Empower underprivileged


communities by training and educating them in new digital skills;
increase self-reliance; create a library for all.
Governance - Create lasting value for all stakeholders.
Our governance policies such as cyber security, sustainable supply,
including Code of Ethics sets a benchmark for all our employees
to adopt good practices to apply in unique and difficult situations
in their career with Coforge. These are augmented by specific
quantifiable and qualitative metrics to identify the right suppliers
who are deemed ESG worthy to do business with Coforge.
• Cyber Security – Comprehensive and proactive cyber security to
protect our and our client’s digital assets.
• Supply Chain Sustainability – Enhance and focus on suppliers
with ESG/S first outlook and performance.
• Code of Ethics – Safeguard against illegal practices such as zero
tolerance for corruption, anti-bribery, unfair labor, human rights
abuses, etc.
8 Details of the highest authority responsible for Vic Gupta is Chief Sustainability Officer at Coforge. He is
implementation and oversight of the Business responsible for ensuring that ESG/S practices are integrated into
Responsibility policy (ies). all aspects of the organization’s strategy, policies, processes,
and standards. He leads efforts to reduce the company’s carbon
footprint and greenhouse gas emissions, conserve water, and
manage waste effectively, among other environmental initiatives.
systems.
9 Does the entity have a specified Committee of the Yes
Board/ Director responsible for decision making on • Sudhir Singh, Chief Executive Officer & Executive Director
sustainability related issues? (Yes / No). If yes, provide
• Vic Gupta, Chief Sustainability Officer
details.
• Ajay Kalra, Chief Financial Officer
• Ruchi Kulhari, Chief People Officer
• Pankaj Khanna, Chief Revenue Assurance Officer

10. Details of Review of NGRBCs by the Company:

Indicate whether review was Frequency


undertaken by Director / (Annually/ Half yearly/ Quarterly/
Committee of the Board/ Any Any other – please specify)
other Committee

P P P P P P P P P P P P P P P P P P
1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9

Performance against Above policies and follow up


C C C C C C C C C A A A A A A A A A
action

Compliance with statutory requirements of Statutory Compliance Certificate on applicable laws is provided by the the
relevance to the principles, and, rectification of any CEO to the board of directors
non-compliances

P P P P P P P P P
1 2 3 4 5 6 7 8 9
11 Has the entity carried out independent assessment/ evaluation of the
working of its policies by an external agency? (Yes/No). If yes, provide No No No No No No No No No
name of the agency.

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12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:

Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
The entity does not consider the Principles material to its business (Yes/
No)
The entity is not at a stage where it is in a position to formulate and
implement the policies on specified principles (Yes/No)
Not Applicable
The entity does not have the financial or/human and technical resources
available for the task (Yes/No)
It is planned to be done in the next financial year (Yes/No)
Any other reason (please specify)
SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE
This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key
processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are
expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed by
entities which aspire to progress to a higher level in their quest to be socially, environmentally, and ethically responsible.
PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent
and Accountable.
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:

Segment Total number Topics / principles covered under the %age of persons in
of training and training and its impact respective category
awareness covered by awareness
programmes held programmes
Board of Directors Quarterly All Regulatory Updates are on an ongoing basis 100%
Policy Changes as and when required
Key Managerial Personnel 3 1. Creating a safe work environment (POSH) POSH – 100%
2. Environment, Health, & Safety (EHS) EHS – 100%
3. Code of conduct for prohibition of Insider Insider Trading – 100%
Trading
Employees other than 3 1. Creating a safe work environment (POSH) POSH – 90%
BoD and KMPs 2. Environment, Health, & Safety (EHS) EHS – 90%
3. Code of conduct for prohibition of Insider Insider Trading – 60%
Trading
Workers 14 1. MATERIAL MANAGEMENT 100%
2. Creating a safe work environment (POSH)
3. Environment, Health, & Safety (EHS)
4. FIRE DRILL & BUILDING EVACUATION
5. Medical Emergency & First Aid trainings
6. Security Briefings
7. Work at Heights
8. Spillage Management
9. Work In confined area
10. Electrical safety training
11. Hazard Identification and Risk Assessment
training
12. Handling of chemical
13. Waste management
14. Use of personal protective equipment

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2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by
directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format
(Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations
and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):

Monetary
NGRBC Name of the regulatory/ Amount (In Brief of the Has an appeal been
Principle enforcementagencies/ judicial INR) Case preferred? (Yes/No)
institutions

Penalty/ Fine NIL NIL NIL NIL NIL

Settlement NIL NIL NIL NIL NIL

Compounding
NIL NIL NIL NIL NIL
Fee

Non-Monetary

Imprisonment NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-
monetary action has been appealed.

Case Details Name of the regulatory/enforcement agencies/ judicial institutions

NIL NIL

4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link
to the policy.
Yes. Please see Code of Conduct which includes anti-corruption and anti-bribery polices at: https://www.coforge.com/investors/
code-of-conduct
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for
the charges of bribery/ corruption:
Nil. There have been no such cases.
6. Details of complaints with regard to conflict of interest:
Nil. There have been no such cases.
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law
enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
Not Applicable
Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year:

Total number of awareness held Topics/principles covered under the %age of value chain programmes
training partners covered (by value of business
done with such partners) under the
awareness programmes

NIL NIL NIL

2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If Yes,
provide details of the same. The Company has formulated Whistle Blower Policy, Code of Conduct and such policies to keep a
check on conflicts of interest.
Yes. Please see Code of Conduct and the Whistle Blower policies at:

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• Code of Conduct - https://www.coforge.com/investors/code-of-conduct


• Various Policies such as Whistle Blower, RPT, Board Diversity, etc. - https://www.coforge.com/investors/policies
PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable and safe
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and
social impacts of product and processes to total R&D and capex investments made by the entity, respectively.
Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social
impacts of product and processes to total R&D and capex investments will be made available in our Business Responsibility
and Sustainability Report from FY24 onwards.

Particulars FY23 in Inr Lakh FY22 in Inr Lakh


Total R&D Expense (As per financials) 9697.6 6226.9
Capitalised 7145 1225 Standalone
5410 816.6 Consolidated
Spend in CTO

Particulars FY23 in Inr Lakh FY22 in Inr Lakh


CTO - Employee Cost 6205.875 5543.915
Spend in HBU’s – more on solutioning kind of spend

Particulars FY23 in Inr Lakh FY22 in Inr Lakh


HBU Cost (Sales and Indirect Cost of HBU’s excl BPO, 13156.455 9267.44
DPA, CDO and CTO)
2. a. Does the entity have procedures in place for sustainable sourcing: (Yes/No) Yes
b. If yes, what percentage of inputs were sourced sustainably: 17%
3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposing at the end of life, for (a)
Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Given the nature of business, there is limited scope for reusing or recycling of products, however we have following practices
for below mention waste categories.

(a) Plastics (including packaging) - All our facilities are single use plastic free premises. vendor partners are engaged for
collection of our Wet and Dry waste to Recycle/dispose in an eco-friendly manner.

(b) E-waste - Our E-waste broadly includes computers, servers, Batteries, etc. All such E-wastes are being disposed through
authorized E-waste recyclers.

(c) Hazardous waste – Only hazardous waste generated from the office is DG set waste oil, same is being disposed through
authorized recycler

(d) Other waste - There are no other kinds of waste generated in our office other than listed above.

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste
collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not,
provide steps taken to address the same. Not Applicable.

Leadership Indicators

1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for
its services (for service industry)? If yes, provide details in the following format?

The company is involved with the business of IT/ITES related product development including the service support for the related
IT/ITES products. As the company is not involved in manufacturing/production process of any tangible product, Life cycle
assessment for the product is not considered.

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2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products /
services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same
along-with action taken to mitigate the same.

Not Applicable

3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or
providing services (for service industry).

The Company’s scope of work is limited to Design, Development, Testing, Implementation and Maintenance of Software,
System Integration Solutions & IT/ITES/Telecom Infra-Structure Management Services for all Offshore Development Centers.
As no manufacturing process is involved, raw material (recycled and reused) is not being utilized.

4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely
disposed, as per the following format:

Stakeholder group from whom complaint is FY 2023 FY 2022


received Current Financial Year Previous Financial Year

Re-Used Recycled Safely Re-Used Recycled Safely


Disposed Disposed
Plastics (including packaging) The company’s premises is Single use plastic free premises, no significant
plastic waste generation is observed in the office premises except for plastic
waste generated from the packaging material, in whatever small amount, are
being reused for the same purpose or disposed through authorized recycler.
E-waste (Kg) 11,225 kg 36,642 kg
Hazardous waste 2,498 Kg 1060 kg
Other waste (Kg) 4,137 Kg 5,082 Kg

5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.

Not Applicable
PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in their value chains
Essential Indicators
1. a. Details of measures for the well-being of employees:
Coforge has rigorous policies and procedures for the well-being of our employees. Coforge is committed to providing a safe
and healthy work environment for all employees. Employees wellness is governed by our policies listed at: https://www.coforge.
com/wellness-and-wellbeing.

% of employees covered by
Category Total Health Accident Maternity Paternity Day Care
(A) insurance insurance benefits Benefits facilities
Number % (B / Number % (C / Number % (D / Number % (E / Number % (F /
(B) A) (C) A) (D) A) (E) A) (F) A)
Male 9214 8075 88% 9214 100% N\A N\A 9214 100%
Female 3026 2641 87% 3026 100% 3026 100% N\A N\A
Total 12,240 10,716 87.54% 12,240 100% 3026 100% 9214 100%
Other than Permanent employees
Male N\A N\A N\A N\A N\A N\A N\A N\A N\A N\A N\A
Female N\A N\A N\A N\A N\A N\A N\A N\A N\A N\A N\A
Total N\A N\A N\A N\A N\A N\A N\A N\A N\A N\A N\A

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b. Details of measures for the well-being of workers:

% of workers covered by
Category Total Health insurance Accident Maternity Paternity Day Care
(A) insurance benefits Benefits facilities
Number % (B / Number % (C / Number % (D / Number % (E / Number % (F
(B) A) (C) A) (D) A) (E) A) (F) / A)
Male - - - - - - - - - - -
Female - - - - - - - - - - -
Total - - - - - - - - - - -
Other than Permanent workers
Male 535 535 100% 535 100% NA NA NA NA 535 100%
Female 94 94 100% 94 100% 94 100% NA NA 94 100%
as per
ESI
Total 629 629 100% 629 100% 94 100% NA NA 629 100%
2. Details of retirement benefits, for Current FY and Previous Financial Year.

Benefits FY 2023 FY 2022


Current Financial Year Previous Financial Year
No. of No. of Deducted No. of No. of Deducted
employees workers and employees workers and
covered as a covered as a deposited covered as a covered as a deposited
% of % of with the % of % of with the
total total workers authority total total workers authority
employees (Y/N/N.A.) employees (Y/N/N.A.)
PF 100% 100% Y 100% 100% Y
Gratuity 100% 100% Y 100% 100% Y
ESI 100% 100% Y 100% 100% Y
Others – please specify
3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the
Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
All our Corporate offices have wheelchairs and wheelchair friendly elevators which can be accessed from the parking lot, thus
making access friendly to our differently abled employees and visitors
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-
link to the policy.
• equal opportunity Employer (EEO) bit is covered in the DEI policy – policy attached for reference . “Ensure Coforge
continues to be an equal employment opportunity regardless of caste, creed, color, religion, ethnicity, marital status, age,
disability, national origin, citizenship, sexual orientation, gender identity, language, and any other aspects as applicable;”
https://www.coforge.com/hubfs/Diversity_Equity_Inclusion_Policy.pdf
5. Return to work and Retention rates of permanent employees and workers that took parental leave.

Permanent Employees FY23 Permanent Employees FY22


Return to work rate Retention rate Return to work rate Retention rate
Male 99.20 N/A 99.60 76.35
Female 97.2 N/A 98.03 80.87
Total 98.4 N/A 98.91 78.85

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6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes,
give details of the mechanism in brief.

Yes/No (If yes, then give details of mechanism in brief)


Permanent Workers NA
Other than Permanent Workers As per Policy
Permanent Employees As per Policy
Other than Permanent Employees As per Policy
7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:
FY 2023 FY 2022
Current Financial Year Previous Financial Year
Total No. of employees % (B / A) Total No. of employees / % (D /
employees / workers in employees workers in C)
/ workers respective / workers in respective
in respective category, who are respective category, who are
category part of category part of
(A) association(s) (C) association(s)
or Union (B) or Union (B)
Total Permanent Employees
- Male NA NA NA NA NA NA
- Female NA NA NA NA NA NA
Total Permanent Workers
- Male NA NA NA NA NA NA
- Female NA NA NA NA NA NA
8. Details of training given to employees and workers:

FY 2023 FY 2022
Current Financial Year Previous Financial Year

Total On Health On Skill Total On Health On Skill


(A) and safety upgradation (A) and safety upgradation
measures measures
No. % (B No. % (C / No. % (E No. % (F /
(B) / A) (C) A) (E) / D) (F) D)
Employees
Male 10342 7847 75.88 8644 83.58 5892 4546 77.16 5545 94.11
Female 3123 2581 82.64 2887 92.44 2059 1627 79.29 1964 95.71
Total 13465 10428 77.45 11531 85.64 7944 6173 77.71 7509 94.52
Workers
Male 535 535 100% 535 100% 519 519 100% 519 100%
Female 94 94 100% 94 100% 88 88 100% 88 100%
Total 629 629 100% 629 100% 607 607 100% 607 100%
9. Details of performance and career development reviews of employees and worker:
All eligible employees have received performance and career development reviews.
10. Health and safety management system:
a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes,
the coverage such system?
YES, The company is certified with Environment Health & Safety Management System (EHSMS) as per the agreement
with ISO 14001:2015 and ISO 45001:2018 standards. The Coforge Limited locations across the India are covered under
the said management system

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b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the
entity?

The Coforge India locations are subjected to periodic internal and external surveillance audit procedure to check the
effectiveness of the system. The work-related hazards are also identified, addressed and mitigated through defined risk
management system.

All the offices are certified with Environment Health and Safety management system (EHSMS) approved with ISO
14001:2015 and ISO 45001:2018 standards. Risk assessment is being performed periodically/when required to mitigate
any residual EHS related risk.

c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks.
(Y/N)

YES,

Workers are provided trainings for the workplace hazard identification and awareness sessions regarding work related
hazards communication is provided. The company has defined incident-reporting system through intranet portal, emails,
& telecommunication to report work related hazards and provision of the mitigation measures. All our offices are having
security helpdesk for round the clock emergency support along with that emergency contacts are circulated through mails
and notices.

d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No)
Yes

Our employees have access to non-occupational medical and healthcare services. First aid kits are maintained and are
available at all times on the premises.

Medical emergency numbers are prominently displayed in each office along with that stand by ambulance facility is
available at our high concentration offices. For employee/workers who are feeling unwell, Occupational health centers are
also present at all the office for immediate assistance.

11. Details of safety related incidents, in the following format:

Safety Incident/Number Category FY 2023 Current Financial FY 2022 Previous Financial


Year Year

Lost Time Injury Frequency Rate (LTIFR) Employees


(per one million-person hours worked) 0.33 LTI/ Million Work Hour 0.13 LTI/ Million Work Hour
Workers

Total recordable work-related injurie Employees 7 3

Workers

No. of fatalities Employees Nil Nil

Workers Nil Nil

High consequence work-related injury or Employees Nil Nil


ill-health (excluding fatalities)
Workers Nil Nil

12. Describe the measures taken by the entity to ensure a safe and healthy work place.
The company has developed and implemented an Environment, Health and Safety Management System (EHSMS) to regulate
the consumption of resources, provide a healthier and a safer working atmosphere to its employees and to improve the
management of the company. The Environmental, health and Safety Management System conforms to the requirement of ISO
14001:2015 and ISO 45001:2018.

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EHS Management System is built on the premise that all processes can be controlled using clearly defined processes through
documented procedures, backed by regular reviews & audits and promoting company- wide culture of continual improvement.
Measure taken for effective implementation of EHSMS are
• Provision of Adequate resources for EHS.
• Establishing communication with internal and external interested parties regarding the companies EHS requirement.
• Establishing EHS documentation and ensuring proper auditable control.
• Operational Control Procedure(s) to control & sustain significant environmental aspects and unacceptable OHS risks.
• Identification of potential emergency situations and its response.
• Monitoring and measurement of EHS performance indicators.
• Control of monitoring and measuring equipment.
• Identification, maintenance and disposal of EHS records.
• System for periodic auditing of the EHS Management System.
• System Management Review by the Top Management (MRM)
• Regular Air monitoring to assess the quality of air inside the office premises.
• Periodic fire/emergency drills to create awareness among the employees
• Display of emergency floor plans at office locations
• Trainings to create awareness for work related hazards
• Minimize the resource consumption to reduce our carbon foot prints
• Energy efficient equipment to reduce the power consumption
• Renewable energy generation to reduce power consumption
• Employees are made aware of emergency protocols & assembly points for emergencies
• Emergency Contact details such as Police, Hospitals and Fire Brigade are also displayed on the display board
• Hazard communication through signages/notices
13. Number of Complaints on the following made by employees and workers:

FY 2023 Current Financial Year FY 2022 Previous Financial Year


Filed Pending Remarks Filed Pending Remarks
during the resolution at the during the resolution at the
year end of year year end of year
Working Conditions NIL NIL NIL NIL NIL NIL
Health & Safety NIL NIL NIL NIL NIL NIL

14. Assessments for the year:

% of your plants and offices that were assessed (by entity


or statutory authorities or third parties)
Health and safety practices 100%
Working Conditions 100%

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks /
concerns arising from assessments of health & safety practices and working conditions. No such Incidents reported.

Leadership Indicators

1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N) (B)
Workers (Y/N).

The employees working for the organization are duly covered under life insurance while the Non- permanent workers are
covered under the ESIC act/Insurance as per the act’s guidelines.

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2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value
chain partners.

The Company is compliant with deduction of statutory dues of employees towards income tax, provident fund, professional tax,
ESIC etc. as applicable from time to time. Value chain partners (vendors) are equally responsible to comply as per the contract
with the Company. The Company has statutory and internal audit policies and procedures to ensure the above. The value chain
partner are bound by the agreement terms to ensure all the statutory compliances.

3. Provide the number of employees / workers having suffered high consequence work- related injury / ill-health / fatalities (as
reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose family
members have been placed in suitable employment:

Total no. of affected employees/ workers No. of employees/workers that are rehabilitated
and placed in suitable employment or whose family
members have been placed in suitable employment
FY 2023 (Current FY2022(Previous FY 2023 (Current FY2022(Previous
Financial Year) Financial Year) Financial Year) Financial Year)
Employees NIL NIL NIL NIL
Workers NIL NIL NIL NIL

4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career
endings resulting from retirement or termination of employment? (Yes/ No). Yes

The Company during the course of employment provides opportunities for all employees to upskill themselves through domain,
skills and leadership trainings.

5. Details on assessment of value chain partners:

% of value chain partners (by value of business done with such


partners) that were assessed
Health and safety practices Procurement to provide inputs and HR/ admin to collaborate
Working Conditions Working conditions assessment for employees and workers is being done.

6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of
health and safety practices and working conditions of value chain partners.

No such significant risk / concerns reported. The value chain partners who work in our offices have access to the same health
and safety resources as the employees and any major risk to their health and safety is managed appropriately within specified
timeline.

PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders

Essential Indicators

1. Describe the processes for identifying key stakeholder groups of the entity.

As part of an internal committee effort, we conducted a stakeholder analysis to identify all potential stakeholders for Coforge. We
then prioritized stakeholders based on their level of influence and interest, along with Coforge’s goals and objectives. A matrix was
developed to identify the potential impact of each stakeholder group and how they can affect positively the operations. A parallel path
was taken to analyze and validate the industry trends and best practices to identify common stakeholder groups from our peer group.
A short consulting arrangement was also made with external consultants to validate the key stakeholder groups.

2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.

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Stakeholder Group Whether Channels of communication Frequency of Purpose and scope of


identified as (Email, SMS, Newspaper, engagements(Annually/ engagement including
Vulnerable & Pamphlets, Advertisement, Halfyearly/Quarterly/ key topics and
Marginalized Community Meetings, Notice others-Please concerns raised during
Group (Yes/No) Board, Website, Others) specify) such engagement

Board of Directors No (Email, Notice, Meetings) Quarterly Policy changes

Key Committee No (Email, Meetings) Monthly (Policy changes,


Members Personnel changes,
Information gathering,
etc.)

Employees No (Email) Weekly Learning and


Development, Training
Curriculum and
Education

Leadership Indicators

1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or
if consultation is delegated, how is feedback from such consultations provided to the Board.

2. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics
(Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated
into policies and activities of the entity.

3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized
stakeholder groups.
PRINCIPLE 5 Businesses should respect and promote human rights
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following
format:

FY 2023 Current Financial Year FY 2022 Previous Financial Year


Total (A) No. employees % (B / A) Total (C) No. employees % (D / C)
workers covered workers covered
(B) of / (D) of /
Employees
Permanent 12240 10158 83% 7,294 6379 87%
Other than permanent 1225 255 21% 650 336 52%
Total Employees 13465 10413 77% 7,944 6,715 84%
Workers
Permanent NA NA NA NA NA NA
Other than permanent 629 (Admin 629 100% 607 607 100%
Support
Staff)
Total Workers 629 629 100% 607 607 100%
2. Details of minimum wages paid to employees and workers, in the following format:

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All the minimum wage and employee details in this table are captured on a consolidated basis.

FY 2023 FY 2022
Current Financial Year Previous Financial Year

Total On Health More than Total On Health More than


(A) Equal Minimum Wage (D) Equal Minimum Wage
Minimum Wage Minimum
to Wage
to
No. % (B No. % (C / No. % (E No. % (F /
(B) / A) (C) A) (E) / D) (F) D)
Employees
Permanent 21,569 100% 21,077 100%
Male 15,436 100% 15,021 100%
Female 6,133 100% 6,056 100%
Other Permanent 1,655 100% 1,423 100%
Male 1,487 100% 1,178 100%
Female 168 100% 245 100%
Workers
Permanent
Male NA
Female NA
Other than Permanent
Male 535 443 83% 92 17% 519 429 83% 90 17%
Female 94 83 88% 11 12% 88 78 89% 10 11%
3. Details of remuneration/salary/wages, in the following format:

Male Female

Number Median remuneration/ Number Median remuneration/


salary/ wages of salary/ wages of
respective category respective category

Board of Directors (BoD)

Key Managerial Personnel


Please see our Annual Report Annexures for further details
Employees other than BoD and KMP

Workers

4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or
contributed to by the business? (Yes/No) Yes

5. Describe the internal mechanisms in place to redress grievances related to human rights issues.

Coforge is committed to providing a safe and healthy work environment for all employees. Employees wellness is governed by
our policies listed at: https://www.coforge.com/wellness-and-wellbeing.

6. Number of Complaints on the following made by employees and workers:

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FY 2023 Current Financial Year FY 2022 Previous Financial Year

Filed Pending Remarks Filed Pending Remarks


during the resolution at the during the resolution at the
year end of year year end of year
Sexual Harassment 2 0 None of the Nil Nil Nil
complaints
were POSH
related
Discrimination at workplace Nil Nil Nil Nil Nil Nil
Child Labour Nil Nil Nil Nil Nil Nil
Forced Labour/Involuntary Nil Nil Nil Nil Nil Nil
Labour
Wages Nil Nil Nil Nil Nil Nil
Other human rights related Nil Nil Nil Nil Nil Nil
issues
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
Yes.
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No) No
9. Assessments for the year:

% of your plants and offices that were assessed (by entity or statutory authorities or third parties)
Child labour – 100%
Forced/involuntary labour – 100%
Sexual harassment – 100%
Discrimination at workplace – 100%
Wages – 100%
Others – please specify

10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments
at Question 9 above

Not Applicable

Leadership Indicators

1. Details of a business process being modified / introduced as a result of addressing human rights grievances/complaints.

None.

2. Details of the scope and coverage of any Human rights due-diligence conducted.

Randomly conducted by external parties.

3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with
Disabilities Act, 2016? Yes

4. Details on assessment of value chain partners:

The value chain partners will be documented and reported in FY24.

5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments
at Question 4 above.

Not Applicable

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PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment.
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
All the environment variables and metrics are captured on a consolidated basis.

Parameter FY 2023 FY 2022


(Current Financial Year) (Previous Financial Year)
Total electricity consumption (A) 44,088 Giga joules 38,346 Giga joules
Total fuel consumption (B) 2,900 Giga Joules 10320 Giga Joules
Energy consumption through other sources (C) 600 Giga Joules 598 Giga Joules
Total energy consumption (A+B+C) 47,588 Giga Joules 49,264 Giga Joules
Energy intensity per rupee of turnover
1.12 1.49
(Total energy consumption/turnover in rupees)
Energy intensity (optional) – the relevant metric may be selected
- -
by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name
of the external agency. No
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and
Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been
achieved. In case targets have not been achieved, provide the remedial action taken, if any.
Not Applicable
3. Provide details of the following disclosures related to water, in the following format:
All the environment variables and metrics are captured on a consolidated basis.

Parameter FY 2023 FY 2022


(Current Financial Year) (Previous Financial Year)
Water withdrawal by source (in kilolitres)
(i) Surface water NA NA
(ii) Groundwater 95,243 54,688
(iii) Third party water 14,978 15,794
(iv) Seawater / desalinated water NA NA
(v) Others 1324 225
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 1,11,545 70,707
Total volume of water consumption (in kilolitres) 1,11,545 70,707
Water intensity per rupee of turnover (Water consumed / turnover) 2.637 kl / INR cr 2.134 kl / INR cr
Water intensity (optional) – the relevant metric may be selected by the entity NA NA

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name
of the external agency.
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.
Being the institutional offices, Coforge offices in India in India are utilizing the Water consumption for drinking and washing
purposes only. The offices are equipped various water conservation measures such as sensor based water dispensing systems,
waterless urinals and utilization of treated water for flushing and gardening purposes.
Most of the offices are equipped with sewage water treatment units for onsite treatment of the wastewater; the same is being
utilized for the secondary uses such as gardening or flushing purposes.
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

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Parameter Please specify unit FY 2023 FY 2022


(Current Financial (Previous Financial
Year) Year)
NOx NA NA NA
SOx NA NA NA
Particulate matter (PM) NA NA NA
Persistent organic pollutants (POP) NA NA NA
Volatile organic compounds (VOC) NA NA NA
Hazardous air pollutants (HAP) NA NA NA
Others – please specify NA NA NA

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name
of the external agency.
No
Coforge being an IT/ ITES service provider is utilizing its office premises for the institutional purposes only, and is not associated with
any kind of production, Manufacturing, processing and distribution of the products. Emission such as Hazardous obnoxious gaseous
material, Volatile organic compounds or particulate matters are not anticipated from the office units.
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
All the environment variables and metrics are captured on a consolidated basis.

Parameter Unit FY 2023 FY 2022


(Current Financial (Previous Financial
Year) Year)
Total Scope 1 emissions (Break-up of the GHG into Metric tonnes of 543 677
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) CO2 equivalent
Total Scope 2 emissions (Break-up of the GHG into Metric tonnes of 9483 8696
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) CO2 equivalent
Total Scope 1 and Scope 2 emissions per rupee of NA 0.2 Metric tonnes / 0.3 Metric tonnes /
turnover INR cr INR cr
Total Scope 1 and Scope 2 emission intensity (optional) NA NA NA
– the relevant metric may be selected by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name
of the external agency. (No)
7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.
The company is involved in development of IT/ ITES related products. Currently no running projects are associated with
emission of GHG.
8. Provide details related to waste management by the entity, in the following format:
All the environment variables and metrics are captured on a consolidated basis.

Parameter FY 2023 FY 2022


(Current Financial Year) (Previous Financial Year)
Plastic waste (A) 3.7 Tons 1.09 Tons
E-waste (B) 6.25 Tons 36.0 Tons
Bio-medical waste (C) - -
Construction and demolition waste (D) - -
Battery waste (E) 2.0 -
Radioactive waste (F) - -
Other Hazardous waste. Please specify, if any. (G) 1.9 Tons ( DG Set Waste Oil) 0.80 Tons ( DG Set Waste Oil)
Other Non-hazardous waste generated (H). Please specify, if any. NA NA
(Break-up by composition i.e. by materials relevant to the sector)
Total (A+B + C + D + E + F + G + H) 13.85 Tons 38 Tons

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For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations
(in metric tonnes)
Category of waste
(i) Recycled 10.15 Tons 36.8 Tons
(Through authorized (Through authorized recyclers)
recyclers)
(ii) Re-used - -
(iii) Other recovery operations - -
Total 10.15 Tons 36.8 Tons
(Through authorized (Through authorized recyclers)
recyclers)
For each category of waste generated, total waste disposed by nature of disposal method (inmetric tonnes)
Category of waste
(i) Incineration NA NA
(ii) Landfilling NA NA
(iii) Other disposal operations NA NA
Total - -

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name
of the external agency. No

9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your
company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to
manage such wastes.

Waste management is a crucial aspect of our ESG plan. Our interests start with reducing the amount of waste we generate
and thus firstly minimize the need for disposal. Reusing items, such as glass jars or shopping bags, also limits, and reduces
our waste. Recycling materials such as plastics, glass, and paper are also an integral part of our conservation plans prior to
ending in landfills.

10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere
reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances
are required, please specify details in the following format:

The Coforge Offices are not in proximity of ecologically sensitive area as mentioned above. All the premises/facilities are
selected strategically in commercially approved locations including IT/ITES parks and captive SEZ throughout India. Necessary
Environmental clearance have been obtained from the Expert Appraisal Committee (EAC), Ministry of Environment Forest &
Climate Change (MOEF&CC) prior to construction of Coforge Greater Noida Campus. Additionally, environment NOCs have
been taken for all the office locations where applicable under and regular compliance of the same is ensured.

S. Location of operations/offices Type operations of Whether the conditions of environmental approval / clearance are
No. being complied with? (Y/N)
If no, the reasons thereof and corrective action taken, if any.
NIL - -

11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current
financial year:

No Environment Impact Assessment project or Environmental Clearance projects undertaken by the organization because of
no major construction/renovation has been undertaken so far.

12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and
Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N).
If not, provide details of all such non-compliances, in the following format:YES,

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100% compliant status has been achieved under the Water (Prevention and Control of Pollution) Act, Air (Prevention and
Control of Pollution) Act, Environment protection act & other regulatory and statutory compliance condition.

S. No. Specify the law / regulation Provide details of Any fines / penalties / action taken by Corrective action taken,
/ guidelines which was not the non- regulatory agencies such as pollution if any
complied with compliance control boards or by courts
NIL NIL NIL NIL
NIL NIL NIL NIL
Leadership Indicators
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the
following format:
All the environment variables and metrics are captured on a consolidated basis.

Parameter FY 2023 FY 2022


(Current Financial Year) (Previous Financial Year)
From renewable sources
Total electricity consumption (A) 600 Giga Joules 598 Giga Joules
Total fuel consumption (B) Nil Nil
Energy consumption through other sources (C) Nil Nil
Total energy consumed from renewable sources (A+B+C) 600 Giga Joules 598 Giga Joules
From non-renewable sources
Total electricity consumption (D) 44,088 Giga joules 38,346 Giga joules
Total fuel consumption (E) 2,900 Giga Joules 10,320 Giga Joules
Energy consumption through other sources (F)
Total energy consumed from non-renewable sources (D+E+F) 46,988 Giga Joule 48,666 Giga Joules

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name
of the external agency. (No)
2. Provide the following details related to water discharged:
Coforge is associated with the IT/ITES product development and other related services. As the company is not involved in
production or manufacturing of any tangible product, the water requirement is only limited to anthropogenic activities only.
Most of the wastewater generated from the offices is being treated in the on-site STP units and utilized for the low end uses or
horticulture. Remaining, small amount of secondary treated water is being discharged in the municipal sewers.

Parameter FY 2023 FY 2022


(Current Financial Year) (Previous Financial Year)
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water NA NA
- No treatment NA NA
- With treatment – please specify level of treatment NA NA
(ii) To Groundwater NA NA
- No treatment NA NA
- With treatment – please specify level of treatment NA NA
(iii) To Seawater NA NA
- No treatment NA NA
- With treatment – please specify level of treatment NA NA
(iv) Sent to third-parties NA NA
- No treatment NA NA

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- With treatment – please specify level of treatment NA NA


(v) Others NA NA
- No treatment NA NA
- With treatment – please specify level of treatment NA NA
Total water discharged (in kilolitres) NA NA
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name
of the external agency. Not Applicable

3. Water withdrawal, consumption, and discharge in areas of water stress (in kilolitres):

None of the company’s offices are in the water stressed region or notified areas demarcated by CGWB. The company ensures
to utilize the piped municipal supply to cater the daily water need. The wastewater generated from the offices are being
treated in the onsite STPs and the treated water is being utilized for low end uses such as horticulture and toilet flushing. The
remaining, small amount of water is being discharged to municipal sewers.

For each facility / plant located in areas of water stress, provide the following information:

(i) Name of the area - Not Applicable

(ii) Nature of operations - Not Applicable

(iii) Water withdrawal, consumption, and discharge in the following format:

Parameter FY 2023 FY 2022


(Current Financial Year) (Previous Financial Year)
Water withdrawal by source (in kilolitres)
(i) Surface water NA NA
(ii) Groundwater 95,243 54,688
(iii) Third party water 14,978 15,794
(iv) Seawater / desalinated water
(v) Others 1324 225
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 111,545 70,707
Total volume of water consumption (in kilolitres) 111,545 70,707
Water intensity per rupee of turnover (Water consumed / turnover 111,545 70,707
Water intensity (optional) – the relevant metric may be selected by the entity

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name
of the external agency.

4. Please provide details of total Scope 3 emissions & its intensity, in the following format:

All the environment variables and metrics are captured on a consolidated basis.

Parameter Unit FY 2023 FY 2022


(Current Financial (Previous Financial
Year) Year)
Total Scope 3 emissions (Break-up of the GHG into Metric tonnes of 23,54 tons 950 tons
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) CO2 equivalent
Total Scope 3 emissions per rupee of turnover 0.055 metric tonnes 0.028 metric tonnes /
/ INR cr INR cr
Total Scope 3 emission intensity (optional) – the NA NA
relevant metric may be selected by the entity

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name
of the external agency. (N)

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5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of
significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities.

The company offices are in populated locations in various cities across India. No ecologically sensitive/ reserve forest/ bird
sanctuary is located in the vicinity of the Offices. The office operation is limited to IT/ITES related services, which does not
include any manufacturing / production process that generates any flue gases or discharge, which is a threat to the environment
and biodiversity.

6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or
reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome
of such initiatives, as per the following format

Sr. No Initiative undertaken Details of the initiative (Web-link, if Outcome of the


any, may be provided along-with summary) initiative

1. Replacement of old LED light More than 500 LED lights and T-5 have been replace in the Energy conservation
Greater Noida with new energy saving light fixtures
2. Replacement of MERV-14 air MERV-14 filters, compliant with ASHRE standards have Indoor air quality
Filters in AHU been introduced in all the AHU’s at Greater Noida office improvement
location to minimize PM10 and PM2.5 inside the buildings.
3. LEED platinum (O&M) Recertification of Greater Noida campus with LEED platinum Recognition for good
Recertification of the greater for O&M. EHS practices
Noida office
4. Replacement of UPS in Replacement of old UPS with new UPS units for the Energy conservation
Gurugram office Gurugram location.
5. Energy audit Energy audit has been carried out by a third party agency for Auditing of the existing
Greater Noida and Gurugram office location energy saving practices
and identification of
improvement points.
6. Plantation of Saplings As a gesture of commitment toward environment, Coforge Green area
organizes plantation drives during the client visits. The development.
saplings are being planted in the office campus or some
externally identified location.
7. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.

The company has developed and established Business Continuity Plan (BCP) keeping in view the material topics essential for
running the businesses. The BCP plan also discusses about a vide range of scenarios affecting the business which includes
but is not limited to natural disasters, terrorist threats, power failure etc. The plan also discusses about the severity, risk rating,
maximum acceptable outage (MAO) and alternate BCP location for continuation of business.

8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or
adaptation measures have been taken by the entity in this regard.

There is no significant adverse impact arising from Value chain partners. All such mitigation measures are addressed through
EMS standards as per ISO 14001 which are reviewed periodically through audits.

9. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental
impacts.

All admin related value chain partners are 100% assessed. To be discussed further for other value chain partners
PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is
responsible and transparent

Essential Indicators

1. a. Number of affiliations with trade and industry chambers/ associations.5

b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity
is a member of/ affiliated to. NASSCOM University of Pennsylvania (Mack Institute of Innovation)

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S. No. Name of the trade and industry chambers/ Reach of trade and industry chambers/ associations (State/
associations National)
1 NASSCOM Associations – National
2 University of Pennsylvania Academia – National
3 Amity University Academia – National
4 Chandigarh University Academia – National
5 Manav Rachna Academia – National
2. Provide details of corrective action taken or underway on any issues related to anti- competitive conduct by the entity, based on
adverse orders from regulatory authorities.
There are no material corrective action nor any material issues related to anti-competitive conduct by the entity.
Leadership Indicators
1. Details of public policy positions advocated by the entity:
Coforge is committed to engaging the policy makers, government including central, regional, and local, along with community to
achieve our goals and objectives. In the markets we operate in, we ensure key partnerships are developed and managed with
appropriate officials, organizations, associations, academia to create value for our shareholders, our partners, and employees.
For more details, please refer to our Annual Report.
PRINCIPLE 8 : Businesses should promote inclusive growth and equitable development
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current
financial year.

Name and brief details of project SIA Date of Whether Results Relevant
Notification notification conducted communicated Web link
No. by in public domain
independent
(Yes / No)
external
agency (Yes
/ No)
Educational promotion through Community 1 NA Yes No Underway
Library
Industry Academia Partnership for skill 2 NA Yes No Underway
development and environment conservation
with Amity and Chandigarh Univ
Educational assistance and Skill Development 3 NA Yes No Underway
for underprivileged girls with Udayan care
Education assistance and Skill Development 4 NA Yes No Underway
for underprivileged children with Vidya n child
Environment conservation through Solid liquid 5 NA Yes No Underway
waste management with ILRT
Environment conservation -Water 6 NA Yes No Underway
conservation, rejuvenation of ponds ,
renewable energy with Sehgal Foundation
Environment conservation through Sustainable 7 NA Yes No Underway
tree planting & forestation, promoting
renewable energy with SAFE
Helping Hand to special children with 8 NA Yes No Underway
Ashagram
Education and Skill development and 10 NA Yes No Underway
employability with CYDA and SPARSHA

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2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity,
in the following format: Not Applicable
3. Describe the mechanisms to receive and redress grievances of the community.
As an organization, we are conscious about giving back to the community. We have devised our own mechanisms to give back
to the community.
Rural Community:
Work closely with Gram Panchayats of the rural areas (where our projects are operational) and ensure:
• Regular connect and interactions with community.
• Stake holder engagement
• Awareness and communication
• Capacity building and skill development
• Proactive Interaction
• Reviewing and Investigating Grievances
Urban Community:
In line with the government’s directives on Swachh Bharat & promoting awareness and reading habits, we have undertaken following
initiatives to reach out to community and address grievances if any:
• Solid Liquid Waste management for 2 Wards at Noida: This would include awareness sessions on waste segregation, effective
waste disposal and treatment, plastic recycling. We would be reaching out to communities and addressing grievances related
to this.
• Setting up community Library: to share reading resources free of cost to the community, Coforge has set up this library in Noida.
All members of community are free to use this and upgrade their knowledge base. This is especially useful for youth. Workshops
conducted here are a forum to share and address grievances and issues
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

FY 2023 FY 2022
Current Financial Year Previous Financial Year

Directly sourced from MSMEs/ small producers 24% 17%

Sourced directly from within the State and neighboring State 29% 17%

Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference:
Question 1 of Essential Indicators above):

Details of negative social impact identified Corrective action taken

Nil Nil

2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by
government bodies:

S. No. State Aspirational District Amount spent (In INR)


- Nil Nil Nil
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized
/vulnerable groups? (Yes/No) No
(b) From which marginalized /vulnerable groups do you procure? Not Applicable
(c) What percentage of total procurement (by value) does it constitute? Not Applicable

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4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current
financial year), based on traditional knowledge:
Not Applicable

S. No. Intellectual Property based on Owned/Acquired (Yes/ Benefit Shared (Yes/No) Basis of calculating
traditional knowledge No) benefit share
NA NA NA NA
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein
usage of traditional knowledge is involved.
Not Applicable

Name of authority Brief of the Case Corrective Action Taken


Not Applicable NA NA
6. Details of beneficiaries of CSR Projects:
Total Outreach- 160,197

S. No. CSR Project No. of persons benefitted from % of beneficiaries from vulnerable and
CSR Projects marginalized groups
1 Educational Assistance and skill 33234 100 %
development
2 Entrepreneurship and Employability 14126 100 %
development
3 Environment Conservation and Rural 112837 100%
Livelihoods
PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
Coforge is a B2B consulting and professional services organization and does not sell directly to consumers. We are committed
to exceeding our clients’ expectations. We have a robust framework and associated policies to track and respond to our client
complaints and feedback in our interactions with clients. Our latest annual survey demonstrates the trust our clients have
bestowed upon us. It outlines that a large set of our clients are extremely delighted and happy with the relationship and value
we have delivered for them. These positive sentiments have translated into decades of relationship and consistent delivery of
our services.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about: Not
applicable
3. Number of consumer complaints in respect of the following: Not Applicable.

FY 2023 Current Financial Remarks FY 2022 Previous Financial Remarks


Year Year
Received Pending Received Pending
during the resolution at the during the resolution at the
year end of year year end of year
Data privacy NA NA NA NA
Advertising - - - -
Cyber-security - - - -
Delivery of essential services - - - -
Restrictive Trade Practices - - - -
Unfair Trade Practices - - - -
Other - - - -

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4. Details of instances of product recalls on account of safety issues: Not Applicable


5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a
web-link of the policy.
Yes. Privacy Framework is published at company intranet and includes policies, processes & guidelines to be followed by
employees. Privacy statement is published at https://www.coforge.com/privacy-statement
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services;
cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory
authorities on safety of products / services.
There are no customer complaints or any penalties by regulatory authorities related to Data Privacy.
Leadership Indicators
1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available).
Please see website at https://www.coforge.com for the information on all our services. We also have a Linked https://www.
linkedin.com/company/coforge-tech/ for latest announcements and associated news.
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services. Not Applicable.
3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services. Not Applicable
4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not
Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating to
the major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No). Not
Applicable
5. Provide the following information relating to data breaches:
a. Number of instances of data breaches along-with impact
No Data Breach incidents have occurred
b. Percentage of data breaches involving personally identifiable information of customers
No Data Breach incidents have occurred

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of accounting, financial and non-financial disclosure and are


disseminated in an equal, timely and cost-efficient access to
relevant information by users. The standards of governance are

Report on guided by the following principles:


• Clear & ethical strategic direction and sound business
Corporate decisions
• The effective exercising of ownership.
Governance • Transparent and professional decision making.
• Excellence in corporate governance by abiding the
guidelines and continuous assessment of Board processes
As a global organisation, the Corporate Governance practices and the management systems for constant improvisation.
followed by Coforge Ltd (“the Company”) and its subsidiaries
are compatible with international standards and best practices. • Greater attention is paid to the protection of minority
Through the Governance mechanism in the Company, the Board shareholders rights.
along with its Committees undertakes its fiduciary responsibilities Your Company protects and facilitates the exercise of
to all its stakeholders by ensuring transparency, fair play and shareholders’ rights, provides adequate and timely information,
independence in its decision making. opportunity to participate effectively and vote (including remote
The cardinal principles such as independence, accountability, e-voting) in general shareholder meetings and postal ballots, and
responsibility, transparency, fair and timely disclosures, credibility, ensure equitable treatment to all the shareholders. This enables
sustainability, etc. serve as the means for implementing the the Company to build and sustain the trust and confidence of its
philosophy of corporate governance in letter and in spirit. The stakeholders, as well as to strengthen the foundation for long-
Company ensures that it evolves and follows the corporate term business success and sustainability. The Company is in
governance guidelines and best practices. The Company is compliance with the requirements stipulated under Regulation
in compliance with the requirements of the Corporate 17 to 27 read with Schedule V and clauses (b) to (i) of sub-
Governance under the Securities and Exchange Board of India regulation (2) of Regulation 46 of SEBI Listing Regulations, as
(Listing Obligations and Disclosure requirements) Regulations, applicable, with regard to corporate governance.
2015 (“SEBI Listing Regulations”) as amended from time to time. BOARD OF DIRECTORS
The Company believes in adopting and adhering to globally
recognized corporate governance practices and continuously The Company is managed and controlled through a professional
benchmarking itself against such practices. Board of Directors (“Board”) comprising of an optimum
combination of Executive, Non-Executive and Independent
The Company’s approach on Corporate Governance is founded Directors. The composition of the Board of the Company is in
upon a rich legacy of fair, ethical and transparent governance conformity with the provisions of the Securities and Exchange
practices, many of which were in place even before they were Board of India SEBI Listing Regulations & the Companies Act,
mandated by adopting the highest standards of professionalism, 2013. The present composition of the Board is Eight (8) members
honesty, integrity and ethical behaviour. out of which three (3) members are Independent Directors,
Your Company is committed to good Corporate Governance, which constitute 37.5 percent of the total strength of the Board.
based on an effective Independent Board, separation of The Chairman of the Board is Mr. Basab Pradhan, who is an
supervisory role from the executive management and constitution Independent Chairman and Ms. Mary Beth Boucher, a Woman
of Committees to oversee critical areas thus upholding the Director is acting as an Independent Director on the Board of the
standards practically at every sphere ranging from action Company. The brief profile of all the Directors is available on the
plan to performance measurement and customer satisfaction. website of the Company www.coforge.com.
Efficient corporate governance requires a clear understanding During the year Ms. Mary Beth Boucher has been appointed as
of the respective roles of the Board of Directors (“the Board”) the Independent Director of the Company w.e.f. May 07, 2022.
and of senior management and their relationships with others in The composition of the Board as on March 31, 2023 is provided
the corporate structure. The Corporate Governance standards below:
demonstrate inalienable rights vested with various stakeholders
and strong commitment to values, ethics and business conduct. Composition of the Board as on March 31, 2023

The Company ensures adequate, timely and accurate disclosure Independent Directors 3
on all material matters including the financial situation, Non-Executive Director 4
performance, ownership and governance of the Company to
Executive Director 1
the stock exchanges and the investors. Information is prepared
and disclosed in accordance with the prescribed standards Total 8

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The composition of Board along with the number of Directorship and Chairmanship/ Membership of committees held by
them is given hereunder:

Name of the Director Category No of Board Dates of Whether No of Directorship/ No of Membership/


& DIN Meetings during meetings attended Chairperson in listed Chairperson in
the Financial Year held last entities including this Committees in listed
2022-23 during AGM listed entity entities including this
the year (August listed entity
24, 2022)
Held Attended Member Chairperson Member Chairperson
Mr. Basab Pradhan Independent 7 7 May 12, Yes 1 1 2 0
(00892181) Director- Chairman 202
Mr. Sudhir Singh Chief Executive Officer 7 7 June 13, Yes 1 0 0 0
(07080613) & Executive Director 2022
Mr. Hari Gopalakrishnan Non-Executive 7 7 June 15, Yes 1 0 0 0
(03289463) Director 2022
Mr. Patrick John Cordes Non-Executive 7 4 July 22, Yes 1 0 1 0
(02599675) Director 2022
Mr. Kenneth Tuck Kuen Non-Executive 7 5 October Yes 1 0 0 0
Cheong Director 20, 2022
(08449253)
Mr. Kirti Ram Hariharan Non-Executive 7 6 January Yes 1 0 1 1
(01785506) Director 20, 2023
Mr. Ashwani Puri Independent 7 7 Yes 2 0 2 2
(00160662) Director March
Ms. Mary Beth Boucher Independent 7 6 02, 2023 Yes 1 0 1 0
(09595668) Director

Notes:
a. The above given information is excluding private, foreign and Companies incorporated under Section 8 of the Companies Act,
2013
b. Board committees for this purpose includes Audit Committee and Stakeholders’ Relationship Committee
c. The Board also passed circular resolutions on May 04, 2022, May 07, 2022, June 15, 2022, July 20, 2022, October 25, 2022 &
March 27, 2023
d. Mr. Ashwani Kumar Puri is also a Director on the Board of Titan Company Limited, which is another listed entity other than the
company.
e. Ms. Mary Beth Boucher has been appointed as the new woman Independent director w.e.f. May 07, 2022.

All the Independent Directors are Non-Executive Directors as defined under Regulation 16(1) (b) of the SEBI Listing Regulations as
amended from time to time read with Section 149(6) of the Companies Act, 2013. The maximum tenure of the Independent Directors
is in compliance with the Act. Further, the Independent Directors do not have any other material pecuniary relationship or transactions
with the Company, its promoters, its management or its subsidiaries, which may affect the independence or judgment of the Directors.

The Board of Directors also review the Compliance Reports periodically pertaining to all laws applicable to the Company, during the
year. Further, a certificate from a company secretary in practice that none of the directors on the board of the company have been
debarred or disqualified from being appointed or continuing as directors of the companies by the Board/Ministry of Corporate Affairs
or any such statutory authority is also issued in terms of SEBI Listing Regulations. In accordance with SEBI (Listing Obligations
and Disclosure Requirements) (Amendment) Regulations, the Board has identified the following skills / expertise / competencies
fundamental for the effective functioning of the Company which are currently available with the Board:
The skills and attributes of the Company can be broadly categorized as follows:
A. Governance & Industry skills
B. Personal attributes
C. Diversity & Non Skill based attributes

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A. Governance & Industry Skills

S. No. Skill Areas Description


1 Strategy and strategic planning Ability to think strategically and identify and critically assess strategic
opportunities and threats.
2 Information Technology Strategy Knowledge and experience in the related field of IT/ITes
3 Risk and compliance oversight Ability to identify key risks to the organisation in a wide range of areas including
legal and regulatory compliance, and monitor risk and compliance management
frameworks and systems
4 Financial performance Qualifications and experience in accounting and/or finance
5. International operations Knowledge and experience of business operations outside India.
6 Understanding of service offerings of Understanding of various service offering like Data & Analytics, Digital Services,
the Company Cloud infrastructure management services, Digital Process Automation,
Salesforce Ecosystem, Cyber Security Services, Business Process Solutions,
Metaverse and Cognitive AI.
7. Understanding of Business Segments Understanding of Insurance, Banking + Financial Services, Travel Transportation
& Hospitality, Healthcare and Public Sector.
8 Technology Innovation Understanding the current drivers of innovation in the information technology
market and specifically in the software delivery and licensing and cloud computing
sectors. Experience in delivering new product offerings in response to market
demand, to achieve market leadership or to take advantage of opportunities
9 Understanding of Corporate Ability to understand legal and regulatory compliance, and monitor risk and
Governance and Regulatory compliance management frameworks and systems
compliance

B. Personal Attributes not aware of any circumstance or situation which exists or may
be reasonably anticipated that could impair or impact their ability
1. Honesty, integrity and high ethical standards
to discharge their duties. Further, the Independent Directors
2. Critical and innovative thinker have also included their names in the data bank of Independent
3. Leadership qualities Directors maintained with the Indian Institute of Corporate Affairs
4. Understand issues at both the detailed and “big- (‘IICA’) in terms of Section 150 of the Act read with Rule 6 of
picture” level. the Companies (Appointment & Qualification of Directors) Rules,
5. Personal and interpersonal skills 2014. The appointment of a person on the Board of the Company
6. Ability to positively influence people and as a Director is dependent on whether the person possesses
situations; the requisite skill sets identified by the Board as above. Being
an IT service provider, the Company’s business runs across
7. Time availability for attending meetings
various diversified industry verticals, geographical markets and
8. Involvement in decision making
is global in nature. The current Directors on the Board have
9. Effective listener and communicator diverse backgrounds and possess special skills with regard to
10. Constructive questioner the industries/fields.
C. Diversity & Non skill based attributes Board meetings and Directors’ attendance
1. Gender diversity During the year April 01, 2022 to March 31, 2023, the Board met
2. Geographic and cultural diversity seven (7) times, on the dates as stated in the table above and
3. Age passed six circular resolutions. The gap between two meetings
4. Other Board/Industry experience did not exceed one hundred and twenty days. The information
pertaining to the attendance of Directors in these meetings has
The Board also confirms that in the opinion of the board, been provided above. The information as mentioned under Part
the independent directors fulfil the conditions specified in A of Schedule II of SEBI Listing Regulations has been placed
Companies Act, 2013, SEBI Listing Regulations and all before the Board for its consideration during the year. Board
amendments thereto and are independent of the management, meetings are also convened to address the specific additional
based on the declaration of Independence as submitted by the requirements of the Company and urgent matters are also
Independent Directors to the Company, including that they are approved by the Board by passing resolutions through circulation.

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Appointment Letters and Familiarization Program for Independent Audit Committee


Directors
The Company has an Audit Committee in accordance with
At the time of appointing a Independent Director (ID), a formal Regulation 18 of the SEBI (Listing Obligations & Disclosure
letter of appointment is given to him/her, which inter alia explains Requirements) Regulations, 2015 read with Section 177 of the
the role, function, duties and responsibilities expected of him/ Companies Act, 2013.
her as a ID of the Company. The terms and conditions of the
Name of the Category Designation Number of Dates of
appointment are also placed on the website of the Company. Committee meetings during meetings
Each newly appointed ID is taken through a familiarization member the Financial held
Year 2022-23 during the
program in terms of the SEBI (Listing Obligations & Disclosure year
Held Attended
Requirements), Regulations, 2015, including the interaction
Mr. Basab Independent Member 4 4 May 09,
with the CEO & the Senior Management of the Company
Pradhan Director 2022
covering all marketing, finance and other important aspects July 21,
Mr. Ashwani Independent Chairman 4 4 2022
of the Company. The Company Secretary briefs the ID about Kumar Puri Director October
their legal and regulatory responsibilities. The familiarization Ms. Mary Beth Independent Member 4 4 20, 2022
program also includes interactive sessions with Business and Boucher Director January
19, 2023
Functional Heads and visit to the Business Centres. The details
of the familiarization program is available on the website of the All the Members of the Audit Committee have the requisite
Company www.coforge.com qualification for appointment on the Committee and possess
sound knowledge of finance, accounting practices and
Meeting of Independent Directors
internal controls. The Chairperson of the Audit Committee is
During the year under review, a separate meeting of the an Independent Director and the Company Secretary acts as
Independent Directors was held without the attendance of Non- Secretary to the Committee. The Audit Committee also invites the
Independent Directors and members of the management. CEO, Chief Financial Officer, Internal Audit Head/representatives
of Internal Audit firm*, representatives of Statutory Auditors and
Code of Conduct
such executives as it consider appropriate at its meetings.
The Company has a well-defined policy, which lays down
The Committee also passed the Circular Resolutions on May 26,
procedures to be followed by the employees for ethical
2022, July 20, 2022 & March 26, 2023
professional conduct. The Code of Conduct has been laid
down for all the Board Members and Senior Management of The Committee is responsible for the effective supervision of
the Company. The Board members and Senior Management the financial reporting processes to ensure proper disclosure
personnel have affirmed compliance with the Company’s code of financial statements, their credibility, and compliance with
of conduct for the year 2022-23. This Code has been displayed the Accounting Standards, Stock Exchanges and other legal
on the Company’s website. requirements, reviewing with internal and external audit and
internal control systems, assessing their adequacy ensuring
Board Committees
compliance with internal controls; reviewing findings of the
With a view to have a more focused attention on business and Internal Audit, reviewing the Company’s financial and risk
for better governance and accountability, the Board has the management policies and ensuring follow up action on significant
following mandatory committees: findings, and reviewing quarterly, half yearly and yearly annual
accounts, reviewing the utilization of loans and/or advances from/
a. Audit Committee
investment by the holding Company in the subsidiary exceeding
b. Stakeholders’ Relationship Committee rupees 100 crore or 10% of the asset size of the subsidiary,
c. Nomination and Remuneration Committee whichever is lower including existing loans/advances/investments
existing as on the date of coming into force of this provision &
d. Corporate Social Responsibility Committee to review compliance with the provisions of SEBI (Prohibition of
e. Risk Management committee Insider Trading) Regulations and shall verify that the systems
for internal control are adequate and are operating effectively.
The terms of reference of these Committees are determined by It acts as a link between Statutory and Internal Auditors and the
the Board and their relevance reviewed from time to time. Meetings Board of Directors of the Company. The Committee is governed
of each of these Committees are convened by the respective by a Charter which is in line with the regulatory requirements
Chairman of the Committee, who also informs the Board about mandated by the Companies Act, 2013 and SEBI (Listing
the summary of discussions held in the Committee Meetings. The Obligations & Disclosure Requirements) Regulations, 2015 as
Minutes of the Committee Meetings are sent to all members of the amended from time to time. The Committee reviews information
Committee individually and tabled at the Board Meetings.

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as specified in Part C of Schedule II of SEBI (Listing Obligations Details of Remuneration paid to Directors during the year
& Disclosure Requirements) Regulations, 2015. April 1, 2022 to March 31, 2023
(in Rs.)
Nomination and Remuneration Committee
Name of Director Mr. Sudhir Singh
The Company has a duly constituted Nomination and Salary and Allowances 51,710,421
Remuneration Committee in accordance with Regulation 19
Part – A
of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 read with Section 178 of the Companies Act, Perquisites Nil
2013. Part – B

The composition of the Nomination and Remuneration Contribution to Provident Fund, 13,876,710
Superannuation Fund or Annuity Fund
Committee and details of the Meetings and Attendance during
the FY2022-23 are as under: Performance - linked Bonus 160,716,150

Stock options 113,178,063


Name of the Category Designation Number of Dates of
Nomination & meetings during meetings Terms of appointment:
Remuneration the Financial held
Committee Year 2022-23 during Service Contracts: The current term of Mr. Sudhir Singh as
member the year
Held Attended Executive Director shall expire on January 28, 2025.

Mr. Basab Independent Member 3 3 May 11, Notice period: As determined by the Nomination and
Pradhan Director 2022 Remuneration Committee and the Board.
October
Ms. Mary Independent Chairperson 3 3
Beth Boucher Director
20, 2022 Severance Fees: No severance fees, unless otherwise agreed
March by the Board.
Mr. Hari Non- Member 3 3 09, 2023
Gopalakrishnan Executive Performance criteria: As determined by the Nomination and
Director
Remuneration Committee and the Board.
During the year, the Nomination and remuneration B. Non-Executive Directors
Committee passed the circular resolutions on May 14, 2022, July
The criteria for payment to Non-Executive Directors is provided
24, 2022, September 20, 2022, December 02, 2022 and January
herein below:
14, 2023.
The Commission to the Non-Executive Directors has also been
The Chairperson of the Committee is an Independent Director.
approved by the Nomination & Remuneration Committee along
The terms of reference of Nomination and Remuneration
with the Board within the prescribed limits as stipulated under
Committee is in compliance with the Companies Act, 2013 &
Companies Act, 2013 as the shareholders had empowered
Part II of Schedule D of SEBI (Listing Obligations & Disclosure
the Board of Directors to decide the appropriate quantum of
Requirements) Regulations, 2015, which, inter alia deals
commission.
with the manner of selection of Directors, Key Managerial
Personnel (KMP) and Senior Management Personnel and their The details of remuneration (Commission and sitting fees) paid/
remuneration and to frame a policy to implement the same. The payable to Non-Executive Directors is provided below:
Committee is responsible for framing policies and systems for
Particulars Mr. Hari Mr. Mr. Kirti Mr. Mr. Basab Mr. Ms. Mary
the Stock Options Plan, as approved by the shareholders. The Gopala- Patrick Ram Kenneth Pradhan Ashwani Beth
krishnan John Hariharan Tuck (Rs.) Puri Boucher
role of the Committee also includes formulation of criteria for (Rs.) Cordes **(Rs.) Kuen *(Rs.) ***(Rs.)
(Rs.) Cheong
evaluation of every Director’s performance, recommend to the (Rs.)
Board, plans and process for succession for appointments to
Commission - - - - 18,173,166 5,625,000 6,195,398
the Board and Senior Management, devising a policy on Board
Sitting Fees - - - - 320,000 960,000 1,000,085
Diversity and to recommend to the Board, all remuneration, in
whatever form, payable to Senior Management. * Chairman of Audit Committee.
** Chairman of Stakeholders’ Relationship Committee
The criteria for performance evaluation of Independent Directors
*** Chairman of Nomination & Remuneration Committee
covers all the relevant aspects as required under the Companies
Act, 2013 and the SEBI Listing Regulations as amended from
time to time.

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Details of Equity shares held by Non-Executive Directors short and long-term performance objectives appropriate to
the working of the Company and achievement of its goals.
The details of equity shareholding of Non-Executive Directors as
on March 31, 2023 is as below: 4. To lay down criteria and terms and conditions with regard
to identifying persons who are qualified to become
Name Number of shares
Directors (Executive and Non-executive) and persons who
held
may be appointed in Senior Management, Key Managerial
Mr. Patrick John Cordes NIL positions and to determine their remuneration.
Mr. Hari Gopalakrishnan NIL
5. To formulate the criteria for evaluation of Independent
Mr. Basab Pradhan 3,000 Directors and other Directors on the Board.
Ms. Mary Beth Boucher NIL
6. To devise a policy on diversity of the Board.
Mr. Ashwani Puri NIL
7. To determine whether to extend or continue the term of
Mr. Kirti Ram Hariharan NIL
appointment of an Independent Director, on the basis
Mr. Kenneth Tuck Kuen Cheong NIL of the report of performance evaluation of Independent
The Company has not granted any shares under the ESOP Directors.
Scheme 2005 to any Independent Director of the Company. 8. Recommend to the board, all remuneration, in whatever
Nomination & Remuneration Policy form, payable to senior management.

PREAMBLE b. MEETING AND QUORUM

In terms of Section 178 of the Companies Act, 2013 and the The meeting of the Committee shall be atleast once in a
Regulation 19 of the SEBI (Listing obligations & Disclosure year. A quorum of the Committee shall be two directors or
Requirements) Regulations, 2015, entered into by the Company one-third of the members of the Committee whichever is
with Stock Exchanges, as amended from time to time, the Board greater, including one independent director in attendance
of Directors of a listed company shall constitute the Nomination or as may be prescribed under the prevailing laws.
and Remuneration Committee (“Committee”) consisting of three c. APPLICABILITY
or more Non-Executive Directors out of which not less than
This policy is applicable to:
two-third shall be independent directors and the Chairperson
of the Committee shall be an independent director as well. The 1. Directors (Executive, Non-Executive and Independent)
Company has already constituted the Committee comprising
2. Key Managerial Personnel (KMP)
three members, two of which are Independent Directors.
3. Senior Management Personnel
Further, the Committee is required to devise a policy to lay
down a framework in relation to remuneration of Directors, Key d. DEFINITIONS
Managerial Personnel and other employees. This policy shall 1. “Act” means the Companies Act 2013 as amended from
also act as a guideline for determining, inter- alia, qualifications, time to time.
positive attributes and independence of a Director, matters
relating to appointment, removal and evaluation of performance 2. “Board” means the Board of Directors of the Company.
of the Directors, Key Managerial Personnel, Senior Management 3. “Committee” means Nomination and Remuneration
and other employees. Committee of the Company as constituted or reconstituted
a. OBJECTIVE by the Board, in accordance with the Act and applicable
Listing Regulations.
The policy is framed with following key objectives:
4. “Company” means Coforge Limited.
1. That the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate 5. “Employee Stock Option” means the stock options given
directors of the quality required to run the Company to the directors, officers or employees of a company or of
successfully. its holding company or subsidiary company or companies,
if any, which gives such directors, officers or employees,
2. That the relationship of remuneration to performance is the benefit or right to purchase, or to subscribe for the
clear and meets appropriate performance benchmarks. shares of the company at a future date at a pre-determined
3. That the remuneration to Directors, Key Managerial price.
Personnel (KMP), and other employees of the Company 6. “Executive Director” means the Managing Director and
involves a balance between fixed and incentive pay reflecting Whole-time Directors of the Company.

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7. “Independent Director” means a director referred to in 2. The Committee has discretion to decide the adequacy of
Section 149 (6) of the Companies Act, 2013 read with qualification, expertise and experience for the concerned
SEBI (Listing Obligations & Disclosure Requirements) position.
Regulations, 2015. 3. The Company shall not appoint or continue the employment
8. “Key Managerial Personnel” or “KMP” means Key of any person as Managing Director/ Whole-time Director
Managerial Personnel of the Company in terms of the /Manager who has attained the age of seventy years,
Companies Act, 2013 and the Rules made thereunder. As provided that the term of the person holding this position
per Section 203 of the Companies Act, 2013, the following may be extended beyond the age of seventy years with the
are whole time Key Managerial Personnel: approval of shareholders by passing a special resolution.
4. The Company shall not appoint or continue the directorship
a) Managing Director or Chief Executive Officer or the
of any person as Non-Executive Director who has attained
Manager and in their absence a Whole-time Director
the age of 75 years, unless a special resolution is passed
b) Chief Financial Officer; and to that effect, in which case the explanatory statement
annexed to the Notice for such motion shall indicate the
c) Company Secretary
justification for appointing such person.
Any other person as defined under the Act from time to
b. Term/Tenure
time
Managing Director/Whole-time Director:
9. “Non-Executive Director” means the director other than
the Executive Director and Independent Director. The Company shall appoint or re-appoint any person as
its Executive Chairman, Managing Director or Executive
10. “Senior Management Personnel” for this purpose shall Director for a term not exceeding five years at a time. No
mean employees of the company who are members of reappointment shall be made earlier than one year before
its core management team excluding Board of Directors. the expiry of term.
It would comprise all the members of management one
level below the Chief Executive Officer/Managing Director/ c. Independent Director:
Whole Time Director/ Manager (including Chief Executive 1. No Independent Director shall hold office for more than two
Officer/Manager, in case they are not part of the Board), consecutive terms of upto maximum of 5 years each. Such
all Functional Heads and any other person/positions as Independent Director after completion of these two terms
defined under the Regulations from time to time Company shall be eligible for appointment after expiry of three years
Secretary & Chief Financial Officer.” of ceasing to become an Independent Director; provided
that an Independent Director shall not, during the said
Unless the context otherwise requires, words and
period of three years, be appointed in or be associated
expressions used in this policy and not defined herein with the Company in any other capacity, either directly or
but defined in the Companies Act, 2013 or SEBI (Listing indirectly.
Obligations & Disclosure) Regulations, 2015 as may
be amended from time to time shall have the meaning 2. The appointment of Independent Directors shall be made as
respectively assigned to them therein. per the provisions of the Companies Act, 2013 and SEBI
LODR Regulations, as amended from time to time.
e. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP,
3. At the time of appointment of Independent Director it should
SENIOR MANAGEMENT PERSONNEL
be ensured that the total number of Boards on which such
a. Appointment criteria and qualifications an Independent Director serves is restricted to:
1. Subject to the applicable provisions of the Companies - seven listed companies as an Independent Director
Act, 2013, the SEBI (Listing Obligations & Disclosure
OR
Requirements) Regulations, 2015, other applicable laws,
if any, and the Company’s Policy, the Nomination and - three listed companies as an Independent Director in case
Remuneration Committee shall identify and ascertain such a person is serving as a Whole-time Director of any
the integrity, qualification, expertise and experience of listed company.
the person for appointment as Director, KMP or at Senior 4. For every appointment of an independent director, the
Management level and recommend to the Board his/her Nomination and Remuneration Committee shall evaluate
appointment and to recommend to the Board, plans and the balance of skills, knowledge and experience on the
process for succession for appointments to the Board and Board and on the basis of such evaluation, prepare a
senior management. description of the role and capabilities required of an
independent director. The person recommended to the

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Board for appointment as an independent director shall Remuneration to Non-Executive/Independent Directors:


have the capabilities identified in such description. For the
1. The Non-Executive/Independent Directors may receive
purpose of identifying suitable candidates, the Committee
sitting fees and such other remuneration as permissible
may:
under the provisions of Companies Act, 2013 and the
a. use the services of an external agencies, if required; SEBI (Listing Obligations & Disclosure Regulations),
b. consider candidates from a wide range of 2015. The amount of sitting fees shall be such as may be
backgrounds, having due regard to diversity; and recommended by the Committee and approved by the
Board of Directors.
c. consider the time commitments of the candidates.
2. All the remuneration of the Non-Executive/ Independent
d. Evaluation
Directors (excluding remuneration for attending meetings
The Committee shall carry out evaluation of performance as prescribed under Section 197 (5) of the Companies Act,
of every Director, KMP and Senior Management Personnel 2013) shall be subject to ceiling/ limits as provided under
at regular intervals; but at least once a year. Companies Act, 2013 and rules made there under and
e. Removal the SEBI (Listing Obligations & Disclosure Regulations),
2015 or any other enactment for the time being in force.
Due to reasons of disqualification mentioned in the The amount of such remuneration shall be such as may
Companies Act, 2013, rules made thereunder or under any be recommended by the Committee and approved by the
other applicable laws, rules and regulations, the Committee Board of Directors or shareholders as the case may be.
may recommend to the Board with reasons recorded
in writing for removal of a Director, KMP and Senior 3. An Independent Director shall not be eligible to get Stock
Management Personnel subject to the provisions and Options and also shall not be eligible to participate in
compliance of the applicable laws, rules and regulations. any share based payment schemes of the Company. The
Committee shall determine the stock options and other
f. Retirement
share based payments to be made to Directors (other than
The Directors shall retire as per the applicable provisions of Independent Directors).
the Companies Act, 2013. All other KMP and Personnel of
Senior Management shall retire as per the prevailing policy 4. Any remuneration paid to Non-Executive/ Independent
of the Company. The Board will have the discretion to retain Directors for services rendered which are of professional
the Directors and KMP in the same position/remuneration nature shall not be considered as part of the remuneration
or otherwise even after attaining the retirement age, in the for the purposes of clause (b) above if the following
interest and for the benefit of the Company. conditions are satisfied:

POLICY FOR REMUNERATION TO DIRECTORS/KMP/ i) The Services are rendered by such Director in his
SENIOR MANAGEMENT PERSONNEL capacity as the professional;

Remuneration to Managing Director/Whole-time Directors: ii) In the opinion of the Committee, the director
possesses the requisite qualification for the practice
1. The Remuneration/ Commission etc. to be paid to Managing
of that profession.
Director/Whole-time Directors, shall be governed as per
provisions of the Companies Act, 2013 and rules made Remuneration to Key Managerial Personnel and Senior
there under alongwith the SEBI (Listing Obligations & Management:
Disclosure Regulations), 2015 or any other enactment for
1. The remuneration to Key Managerial Personnel and Senior
the time being in force and the approvals obtained from the
Members of the Company. Management shall consist of fixed pay and incentive pay, in
compliance with the Company’s Policy.
2. The Committee shall make such recommendations to the
Board of Directors, as it may consider appropriate with 2. To recommend to the Board, all remuneration, in whatever
regard to remuneration to Managing Director/ Whole-time form, payable to Senior Management.
Directors. 3. The Committee shall determine the stock options and
3. If, in any financial year, the Company has no profits other share based payments to be made to Key Managerial
or its profits are inadequate, the Company shall pay Personnel and Senior Management.
remuneration to its Managing Director/ Whole-time Director
4. The Fixed pay shall include monthly remuneration,
in accordance with the provisions of the Companies Act,
employer’s contribution to Provident Fund, contribution to
2013 and if in variance with such provisions, then with the
pension fund, pension schemes, etc. as decided from to
prior approval of the Central Government
time.

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5. The Incentive pay shall be decided based on the balance evaluation of its own performance, the Directors individually as
between performance of the Company and performance of well as the evaluation of the working of its Statutory Committees.
the Key Managerial Personnel and Senior Management, The evaluation was done based on one to one interactions
to be decided annually or at such intervals as may be which covered various aspects of the Board’s functioning and
considered appropriate. its Committees. The Committee members noted that pursuant to
Section 178 and other applicable provisions of the Companies
Other General Provisions:
Act, 2013, and SEBI (Listing Obligations & Disclosure
1. The CEO/CPO shall make Annual presentation of the Requirements) Regulations, 2015 the Committee is required
performance and compensation for the other KMP to carry out performance evaluation of every Director of the
and Senior Management Personnel. The proposed Company including Independent Directors.
compensation policy for these executives for the
The evaluation was done on the suggestive parameters and
forthcoming year will also be presented. The Committee
based on the criteria fixed by the board members. In this regard,
shall discuss the details and give its inputs to help the CEO
a detailed note was placed before the Board on performance
to finalise the policy for adoption by the Company.
parameters for the said performance evaluation.
2. The CEO along with CPO shall constitute an HR Steering
The Board considered the evaluation of the stakeholders
Committee for reviewing the remuneration of all other
based on one to one verbal interaction /discussions under an
employees.
internal assessment process on the basis of criteria laid down
3. Where any insurance is taken by the Company on behalf for Performance evaluation in earlier years and recommended
of its Whole-time Directors, Chief Executive Officer, Chief by Nomination & Remuneration Committee. During the above
Financial Officer, the Company Secretary and any other exercise, the directors who were subject to evaluation did not
employees for indemnifying them against any liability, the participate in the process.
premium paid on such insurance shall not be treated as
During the above exercise, the directors who were subject to
part of the remuneration payable to any such personnel.
evaluation did not participate in the process.
Amendments
The Board examined the parameters as circulated and
The Board of Directors on its own and/or as per the carried out the performance evaluation as aforesaid and the
recommendations of Nomination and Remuneration Committee Chairperson communicated the feedback accordingly. The
can amend this Policy, as and when deemed fit. In case of any Directors expressed their satisfaction to the evaluation process.
amendment(s), clarification(s), circular(s) etc. issued by the
Stakeholders’ Relationship Committee
relevant authorities, not being consistent with the provisions laid
down under this Policy, then such amendment(s), clarification(s), In compliance with the provisions of the Companies Act,
circular(s) etc. shall prevail upon the provisions hereunder and 2013 and the Regulation 20 of SEBI (Listing Obligations &
this Policy shall stand amended accordingly from the effective Disclosure Requirements), Regulations 2015, the Company has
date as laid down under such amendment(s), clarification(s) and a duly constituted “Stakeholders’ Relationship Committee”. The
circular(s) etc. Stakeholders’ Relationship Committee looks into the redressal of
complaints of investors.
Policy on Board Diversity
The revised charter of the Committee is as follows:
The Nomination and Remuneration Committee has devised the
policy on Board diversity to provide for having a broad experience 1. Resolving the grievances of the security holders including
and diversity on the Board. complaints related to transfer/transmission of shares,
issue of new/duplicate share certificates (delegated to
Performance Evaluation
Share Transfer Committee), non-receipt of annual report,
Pursuant to the provisions of the Section 134 and 178 of the non-receipt of declared dividends, general meetings etc.
Companies Act, 2013 and Regulation 19 of the SEBI (Listing
2. Review of measures taken for effective exercise of voting
Obligations and Disclosure Requirements) Regulations, 2015,
rights by shareholders.
the Board has carried out the annual performance evaluation
of its own performance, the Directors individually as well as 3. Review of adherence to the service standards adopted by
the evaluation of the working of its Audit, Nomination and the company in respect of various services being rendered
Remuneration, Corporate Social Responsibility Committee by the Registrar & Share Transfer Agent
and Stakeholders’ Grievance Committees. Pursuant to the
4. Review of the various measures and initiatives taken by
provisions of the Section 134 and 178 of the Companies Act,
the Company for reducing the quantum of unclaimed
2013 and Regulation 19 of the SEBI (Listing Obligations and
dividends and ensuring timely receipt of dividend warrants/
Disclosure Requirements) Regulations, 2015, as amended from
annual reports/statutory notices by the shareholders of the
time to time, the Board has carried out the annual performance
company.

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The Committee has delegated work related to share transfer, attended most of the Shareholders’/ Investors’ requests/queries/
issue of duplicate shares, Dematerialisation/ Rematerialisation complaints within 10 working days from the date of receipt. The
of shares and other related work to Share Transfer Committee exceptions have been for cases constrained by procedural issue/
which reports to the Committee. disputes or legal impediments etc. There was no request/query/
The Stakeholders’ Relationship Committee is headed by a Non- complaint pending at the end of the Financial Year.
Executive Director Mr. Kirtiram Hariharan and consists of Mr. Corporate Social Responsibility (CSR) Committee
Basab Pradhan and Mr. Patrick John Cordes as members. Ms.
Barkha Sharma, Company Secretary is the Compliance Officer In compliance with the provisions of Section 135 of the
of the Company. Companies Act, 2013 and the Regulation 20 of SEBI (Listing
Obligations & Disclosure Requirements), Regulations 2015, the
Meetings & Attendance during the year Company has a duly constituted “Corporate Social Responsibility
The particulars of the meeting attended by the members of Committee”.
the Stakeholders’ Relationship Committee and the date of the
The terms of reference of the Corporate Social Responsibility
meetings held during the year are given below:
Committee (CSR) broadly comprises:
Name of the Category Designation Number of Dates of • Identification of the initiatives and specification of the
Stakeholders’ meetings during meetings
Relationship the Financial held projects and programs those are to be undertaken and
Committee Year 2022-23 during the recommending the same to the Board.
member year
Held Attended
• Identification of CSR projects/programs, which focuses on
Mr. Basab Independent Member 1 1 January integrating business models with social and environmental
Pradhan Director 19, 2023
priorities and processes in order to create shared value.
Mr. Kirti Ram Non- Chairman 1 1
Hariharan Executive • Preparation of the list of CSR programs which a Company
Director plans to undertake during the implementation year.
Mr. Patrick John Non- Member 1 1 • Prepare modalities of execution of the project/programs
Cordes Executive
Director undertaken and implementation of schedule thereof.
During the year April 1, 2022 to March 31, 2023 the Company received a total of 379 queries/ • Implementation and monitoring progress of these initiatives
complaints from various Investors’/Shareholders’ relating to Change of address/Non- receipt of
Dividend, Bonus Shares, Annual Report/Change of Bank account details/ / Dematerialization of
shares, etc. The same were attended to the satisfaction of the Investors. The particulars of the meeting attended by the members of the
CSR Committee and the date of the meetings held during the
Details of requests/queries/complaints received and resolved
year are given below:
during the Financial Year 2022-23

Nature of Query No. of No. of Resolved Unresolved Name of the Category Designation Number of Dates of
Request/ Complaints Corporate Social meetings during meetings
queries Received Responsibilities the Financial held
Received Committee Year 2022-23 during the
member year
Dividend- TDS related 53 - 53 - Held Attended
Request for Annual Report 60 - 60 -
Mr. Kirti Ram Non- Chairman 1 1 May 11,
Request for Dividend 128 - 128 - Hariharan Executive 2022
payment Director
Request for issue of 28 - 28 -
duplicate share certificate Mr. Kenneth Non- Member 1 0
Tuck Executive
Request for share holding 13 - 13 -
details Kuen cheong Director
Request for transmission of 8 - 8 - Mr. Ashwani Independent Member 1 0
shares Kumar Puri Director
Request for updation of KYC 28 - 28 -
documents
Mr. Hari Non- Member 1 1
Request for procedure to 41 - 41 -
claim shares transferred to Gopalakrishnan Executive
IEPF Director
SEBI/Stock Exchange 1 1 2 -
RISK MANAGEMENT POLICY & COMMITTEE
Miscellaneous 19 - 19 -
Total 379 1 380 - The Company has developed and implemented a risk
management framework for identification of elements of risk,
There was no request/query/complaint pending at the beginning
which in the opinion of the Board may threaten the existence of
of the Financial Year. During the Financial Year, the Company
the Company.

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As per the requirement of revised Regulation 21 of SEBI (Listing GENERAL BODY MEETINGS
Obligations & Disclosure Regulations, 2015 and amendments
Particulars of the last three Annual General Meetings/
thereto, the Board considered and approved the constitution
Postal Ballot
of Risk Management Committee of the Company under
the provisions of the SEBI (Listing Obligations& Disclosure) Annual General Meetings
Regulations, 2015 with all amendments thereto: Year Location Date Day Time Special Resolution

Constitution of the Risk Management Committee (‘RMC’): 2022 Video August Wednesday 09:00 1. To approve the
Conferencing, 24, 2022 AM commission payable
Mr. Basab Pradhan (Chairman) 8, Balaji Estate, to Mr. Basab Pradhan
Third Floor, Guru (DIN: 00892181) as an
Mr. Hari Gopalakrishnan Ravi Das Marg, Independent Director
Mr. Sudhir Singh Kalkaji of the Company and
– New Delhi as Chairperson of the
The Internal Audit Representative shall be an invitee to the -110019 Board

Committee meetings & the Company Secretary of the Company


2021 Video July 30, Friday 0 9 : 0 0 1. Re-appointment of Mr
shall act as Secretary of the Committee meetings. Conferencing, AM Basab Pradhan as
8, Balaji Estate, independent director
Roles & Responsibility of the Committee
Third Floor, Guru and chairperson of the
Ravi Das Marg, board
1. Formulate and oversee the implementation of Risk
Kalkaji
2. To approve the profit
Management Policy of the Company – New Delhi
related commission
payable to Mr. Basab
2. Manage the annual risk assessment process and -110019
Pradhan (DIN:
formulation of risk mitigation procedures. 00892181) as an
independent director
3. Monitor the internal & external risk including risk associated of the Company and
with cyber security and formulation/ oversee plan for as Chairperson of the
mitigation of these risks. Board
3. To consider and
4. Monitor the implementation of improvements in the Policy, approve the raising of
including the planned actions arising from Audit Committee/ funds in one or more
tranches, by issuance
Board deliberations, if any. of depository receipts
and/or equity shares
5. Any other roles and responsibility as may be and/or other eligible
prescribed under applicable laws/regulations as amended securities
from time to time. 2020 Video July 23, Thursday 0 5 : 0 0 1. To appoint Mr.
Conferencing, 2020 P.M. Sudhir Singh (DIN:
The particulars of the meeting attended by the members of the 8, Balaji Estate, 07080613) as an
Risk Management Committee and the date of the meetings held Third Floor, Guru Executive Director of
Ravi Das Marg, the Company.
during the year are given below: Kalkaji – New
2. To approve the profit
Delhi
Name of the Risk Category Designation Number of Dates of related commission
-110019
Management meetings during meetings payable to Mr. Basab
Committee the Financial held Pradhan (DIN:
member Year 2022-23 during the 00892181) as an
Held Attended year Independent Director
of the Company and
Mr. Basab Non- Chairman 3 3 May 11,
Pradhan Executive 2022 as Chairperson of the
Independent Board
Director
October There was no Extra-ordinary General meeting conducted during
Mr. Hari Non- Member 3 3 20, 2022
Gopalakrishnan Executive the year.
Director
Mr. Sudhir Singh CEO & Member 3 3 January Postal Ballot
Executive 19, 2023
Director
Particulars of Postal Ballot Passed during the year:

OTHER COMMITTEES S. No. Year Date Day Special Resolutions

The Board has following other Committees also:- 1. 2022-23 June 30, Thursday To approve the appointment of Ms. Mary Beth
2022 Boucher (DIN: 09595668) as an Independent
Director of the Company.
1. Operations Committee
2. ESOP Allotment Committee Note: The postal ballot was carried out as per the provisions of
Sections 108 and 110 and other applicable provisions of the Act,
3. Share Transfer Committee

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read with the Rules framed thereunder and read with MCA & and January 13, 2021 and other relevant circulars and
SEBI Circulars and the results were duly intimated to the Stock notifications from time to time as may be applicable, there
Exchanges in prescribe time lines and uploaded on the website is no requirement to have a venue for the AGM. For details
of the Company. please refer to the Notice of this AGM.

Means of Communication As required under Regulation 36(3) of SEBI (Listing


Obligations & Disclosure Requirements) Regulations,
a. The quarterly/half yearly/annual results are published in
2015, particulars of Directors seeking re-appointment
the leading English and Hindi Newspapers (the details of
at the forthcoming Annual General Meeting are given in
the publications are given hereunder) and also displayed
Annexure to Notice.
on the web site of the Company – www.coforge.com where
official news releases, financial results, consolidated b. Financial Year
financial highlights, quarterly shareholding pattern and
Year ending: March 31, 2023
presentations made to institutional investors or to the
analysts are also displayed. c. Dividend

b. The Company had Quarterly/Annual Earnings Calls on No final dividend has been recommended by the Board
May 12, 2022, July 22, 2022, October 20, 2022, January for the year under review. However, during the FY23, Board
20, 2023 and Press Conferences in the months of May have approved the following interim dividend, details for
2022, July 2022, October 2022 and January 2023 for the which are as under:
investors of the Company immediately after the declaration
• First Interim dividend of INR 13.00 per equity share
of Quarterly/Annual results. Transcripts/ presentations of
declared on July 20, 2022
the quarterly/ annual earnings calls/investors meet are
displayed on the Company’s aforementioned website, in • Second Interim dividend of INR 13.00 per equity
the share declared on October 20, 2022

b) ‘Investors’ section. • Third Interim dividend of INR 19.00 per equity share
declared on Jan 20, 2023
a. The Management Perspective, Business Review and
Financial Highlights are part of the Annual Report. • Fourth Interim dividend of INR 19.00 per equity share
declared on April 27, 2023
b. All material information about the Company is promptly
uploaded on the website of the Stock Exchanges and also d. Listing of Shares
sent through e-mail to the stock exchanges where the The Equity shares of the Company are currently listed at
shares of the Company are listed. the following Stock exchanges:
During the financial year 2022-23 the Company published its i) BSE Limited (‘BSE’)
financial results in the following newspapers:
Address: 1st Floor, New Trading Ring, Rotunda
Financial Results Newspapers Date of Building, Phiroze Jeejeebhoy Towers, Dalal Street,
publication
Mumbai-400 001
Audited financial results for the quarter Business Standard - English May 12,
ended March 31, 2022 Business Standard- Hindi 2022 ii) National Stock Exchange of India Limited (‘NSE’)
Unaudited financial results for the quarter Business Standard - English July 22, Address: Exchange Plaza, 5th Floor, Plot no C/1,
ended June 30, 2022 Business Standard- Hindi 2022
G Block, Bandra Kurla Complex, Bandra (East),
Unaudited financial results for the quarter Business Standard - English October 20, Mumbai 400 051.
ended September 30, 2022 Business Standard- Hindi 2022

Unaudited financial results for the quarter Business Standard - English January 20,
It is confirmed that the Annual Listing fees for the
ended December 31, 2022 Business Standard- Hindi 2023 period April 1, 2022 to March 31, 2023 has been paid
to both the Stock Exchanges.
GENERAL SHAREHOLDERS’ INFORMATION
e. Stock Code
a. Annual General Meeting
NSE : COFORGE BSE : 532541
Date: 6 July, 2023
ISIN (equity) at NSDL/CDSL : INE591G01017
Time: 9 A.M. (IST)
ISIN (Non Convertible Debentures) at NSDL:
Venue: The Company is conducting meeting through VC
INE591G08012
/ OAVM pursuant to the MCA Circular dated May 5, 2020

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f. Stock Market Data: i. Share Transfer System

The monthly high and low share prices and market capitalization The Company has appointed a common Registrar for
of Equity Shares of the Company traded on BSE and NSE from physical share transfer and dematerialisation of shares.
April 1, 2022 to March 31, 2023 and the comparison of share The shares lodged for physical transfer/ transmission/
prices of the Company vis-à-vis the Sensex and Nifty Indices transposition are registered within stipulated period as
are given below: stated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and all amendments
Share price movement during the year April 1, 2022 to March
thereto. For this purpose, the Share Transfer Committee (a
31, 2023:
sub- committee of Stakeholders Relationship Committee
BSE Ltd. National Stock Exchange of the Board) meets as often as required. During the review
Month Sensex High Low Market Nifty High Low Market
Price Price Cap* Price Price Cap*
period, the Committee met 07 times. Adequate care is
(Rs.) (Rs.) (Rs Mn) (Rs.) (Rs.) (Rs Mn) taken to ensure that no transfers are pending for more than
Apr-22 57,061 4,604.45 3,938.75 2,55,668 17103 4,605.00 3,935.15 2,55,847 a fortnight. Physical Shares requested for dematerialisation
May-22 55,566 4,212.00 3,352.80 2,38,123 16585 4,216.90 3,353.00 2,38,294
were confirmed mostly within a fortnight.
Jun-22 53,019 4,008.90 3,224.45 2,15,668 15780 4,010.00 3,218.10 2,15,619
Jul-22 57,570 3,965.90 3,331.50 2,40,853 17158 3,964.95 3,331.75 2,40,975 It has been mandated by SEBI vide it Circular No. SEBI/
Aug-22 59,537 4,059.00 3,425.00 2,17,095 17759 4,058.60 3,431.00 2,16,967 HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th
Sep-22 57,427 3,662.30 3,210.00 2,04,912 17094 3,659.50 3,210.05 2,04,961 January 2022 that all listed companies shall henceforth
Oct-22 60,747 3,950.00 3,295.50 2,32,345 18012 3,950.00 3,295.00 2,32,260
issue the securities in dematerialized form only (vide
Nov-22 63,100 4,070.00 3,639.90 2,46,039 18758 4,068.20 3,640.00 2,46,177
Dec-22 60,841 4,279.00 3,700.55 2,37,236 18105 4,265.00 3,702.30 2,37,175
Gazette Notification no. SEBI/LAD[1]NRO/GN/2022/66
Jan-23 59,550 4,459.10 3,789.80 2,67,249 17662 4,460.00 3,790.50 2,67,423 dated January 24, 2022) while processing the following
Feb-23 58,962 4,512.70 4,000.40 2,62,539 17304 4,512.00 4,000.30 2,62,545 service request:
Mar-23 58,992 4,363.80 3,565.20 2,33,188 17360 4,365.20 3,564.75 2,32,992
i. Issue of duplicate securities certificate;
*Market Capitalization at closing price of the month
ii. Claim from Unclaimed Suspense Account;
Source: BSE/NSE Website
iii. Renewal / Exchange of securities certificate;
Performance of the Share Price of the Company in comparison to Indices:
iv. Endorsement;
Stock Price/Index As on 31st March As on 31st March % Increase/
2023 2022 Decrease v. Sub-division / Splitting of securities certificate;

Coforge Limited* 3,814.10 4,457.50 -14.43 vi. Consolidation of securities certificates/folios;


Nifty 50 17360 17465 -0.60 vii. Transmission;
S&P BSE Sensex 58992 58569 0.72 viii. Transposition;
Nifty IT 28699 36317 -20.98 The RTA /Company shall verify and process the service
*Share price of the Company taken at the close of business at requests and thereafter issue a ‘Letter of confirmation’ in
NSE. lieu of physical securities certificate(s), to the securities
holder/claimant.
Source: BSE/NSE Website
The ‘Letter of Confirmation’ shall be valid for a period
g. During the year, no securities of the Company are
of 120 days from the date of its issuance, within which
suspended from trading
the securities holder/claimant shall make a request to
h. Registrar for Dematerialisation (Electronic Mode) of the Depository Participant for dematerializing the said
shares & Physical Transfer of shares securities.
The Company has appointed a Registrar for j. Distribution of shareholding as on March 31, 2023
dematerialisation and transfer of shares whose details are
given below:– Range (No. No. of % to Total Range (No. Total No. % to Total
of Shares) Shareholders Shareholders of Shares) of Shares Shares
Alankit Assignments Limited Up to -500 145039 98.87 Up to -500 37,39,725 6.12
Unit: Coforge Limited 501-1000 860 0.59 501-1000 5,91,670 0.97
Alankit Heights RTA Division,
1001-5000 521 0.36 1001-5000 10,84,363 1.78
4E/2, Jhandewalan Extension, New Delhi – 110055
5001 & 265 0.18 5001 & 5,56,71,322 91.13
Phone Nos. : 011-42541234, 23541234 above above
Fax Nos. : 011-42541201, E-mail : rta@alankit.com
TOTAL 146685 100.00 TOTAL 6,10,87,080 100.00

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NRI/Foreign Nationals 5,45,159 0.89


No. of Shareholders Directors & Relatives 2,34,087 0.38
Corporate Bodies, Alternate Investment 15,80,493 2.59
Fund, Trust & IEPF
0.59% Individuals, HUF 54,21,035 8.87
Total Public Shareholding 4,26,65,820 69.84
0.36%
Grand Total 6,10,87,080 100.00
0.18%

Shareholding Pattern

98.87%
25.40% 30.16%

8.27%

Up to -500 501-1000 1001-5000 5001 & above


2.59%
23.44% 0.38% 0.89% 8.87%

Promoters Foreign
Corporate Bodies, Alternate Investment Fund, Trust & IEPF
Individual & HUF

Total No. of Shares NRI/Foreign Nationals


Directors & Relatives
Mutual Funds
Banks & Insurance Companies

6.12% Foreign Portfolio Investors

0.97%
1.78% k. Dematerialisation of Shares & Liquidity

The Shares of the Company are compulsorily traded


in dematerialised form by all categories of investors.
The Company has arrangements with both the National
Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL), to establish
electronic connectivity of the shares for scrip less trading.
91.13% As on March 31, 2023, 99.80 % percent shares of the
Company were held in dematerialised form.

Further, pursuant to amendment in Companies (Prospectus


and Allotment of Securities) Rules, 2014, a Demat
Account of the Company has been opened with Alankit
Assignments Limited (Registrar & Share Transfer Agent)
Category No. of Percentage
Shares held of total
and the investment of the Company in the form of securities
(face value shareholding in its unlisted subsidiaries have been dematerialised in
of Rs. 10/- accordance with provisions of the Depositories Act, 1996
each
and regulations made there under. The Company has been
Promoters' Shareholding issued with ISIN in respect of the same.
Indian Promoters - -
Liquidity of shares
Foreign Promoters 1,84,21,260 30.16
Total Promoters' Holding 1,84,21,260 30.16 The Shares of the Company are traded electronically on
the BSE Limited (BSE) and National Stock Exchange of
Public Shareholding
India Limited (NSE). The Company’s shares are included
Mutual Fund and UTI 1,43,20,855 23.44
in indices of BSE- 500, and Small- mid cap index.
Banks & Insurance Companies 50,47,735 8.27
l. Outstanding Global Depository receipts or American
Foreign Portfolio Investors & Foreign 1,55,16,456 25.40
Institutional Investors Depository Receipts or warrants or any convertible
instruments, conversion rate and likely impact on equity

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There are no outstanding GDRs/ ADRs/ Warrants or any The details of unclaimed shares of the Company for the
Convertible Instruments, which are likely to have an impact year ended March 31, 2023 as per Regulation 39 of Listing
on the equity of the Company. Regulations, are as under:
m. Commodity Price Risk or foreign exchange risk and Unclaimed Suspense Account Shares status as on 31st
hedging activities March 2023

During the Financial Year 2022-23, the Company had Unclaimed Suspense Account Shares status as on 31st
managed the foreign exchange risk and hedged to the March 2023
extent considered necessary. The details of foreign currency
Sl. No. of No. of
exposure are disclosed in Management Discussion & Particulars
No. Shareholders Shares
Analysis Report.
i. Aggregate number of 1 84
n. Plant Locations shareholders and the
In view of the nature of the Company’s business viz., outstanding shares lying
in Unclaimed Suspense
Information Technology (IT) Services and IT Enabled
Account at the beginning
Services (ITeS), the Company operates from various
of the year
offices worldwide.
ii. Number of shareholders 0 0
o. Registered Office: who approached for
Coforge Limited, transfer of shares from
Unclaimed Suspense
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, Account during the year
New Delhi - 110019, India iii. Number of shareholders 0 0
Tel Nos. : 011-41029297 to whom shares were
transferred from
e-mail: investors@coforge.com Unclaimed Suspense
p. Address for correspondence Account during the year
iv Number of shareholders 0 0
The shareholders may address their communication/
whose shares were
suggestions/ grievances /queries to: The Compliance transferred from
Officer Unclaimed Suspense
Coforge Limited Account to IEPF Account
during the year
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji,
v. Aggregate number of 1 84
New Delhi – Tel Nos. : 011-41029297
shareholders and the
e-mail: – investors@coforge.com outstanding shares lying
in Unclaimed Suspense
q. list of all credit ratings obtained by the entity along with Account at the end of the
any revisions thereto during the relevant financial year, year
for all debt instruments of such entity or any fixed deposit
programme or any scheme or proposal of the listed entity The voting rights on these shares shall remain frozen till the
involving mobilization of funds, whether in India or abroad. rightful owner of such shares claims the shares.

List of all credit ratings can be accessed from the website s. Nomination Facility
of CRISIL & the Company at https://www.coforge.com/ The Companies Act, 2013 has provided for a nomination
investors/disclosure-under-listing-regulations. facility to the Shareholders of the Company. The Company
r. Equity shares in Suspense Account: Unclaimed shares is pleased to offer the facility of nomination to Shareholders
and Shareholders may avail this facility by sending the duly
In accordance with the requirement of Regulation 34(3)
completed form to the Registered Office of the Company/
& Part F of Schedule V of SEBI (Listing Obligations
Registrar and Transfer Agent of the Company in case the
& Disclosure Requirements) Regulations, 2015, the
shareholding is in physical form. The shareholders may
Company reports the following details in respect of equity
obtain a copy of the said form from the Registered Office
shares lying in Unclaimed Suspense Account i.e. “Coforge
of the Company or can download it from the website of the
Limited - Unclaimed Suspense Account” with Alankit
Company at https://25186482.fs1.hubspotusercontent-
Assignments Limited.
eu1.net/hubfs/25186482/KYC_Forms.pdf In case of demat

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holdings, the request may be submitted to the Depository before filling the form. Once the IEPF form is filled, Copy of
Participant. IEPF form alongwith acknowledgement and related copies
of the documents self-attested to be sent to the Registered
t. Compliance Certificate
Office of the Company within 30 days of its filing.
Certificate obtained from the Statutory Auditors of the
Company, confirming compliance with the conditions of Investor may note to select the correct CIN of the Company-
Corporate Governance as stipulated in Para E of Schedule Coforge Limited CIN No. L72100DL1992PLC048753.
V of the Listing Regulations as amended from time to time, In terms of provisions of the Companies Act, 2013 read with
is annexed to this Report. Rules enacted therein, and all other applicable provisions,
u. Statutory Compliance if any, all unclaimed/unpaid dividend remaining unpaid/
unclaimed for a period of seven years from the date
The Company has a system in place whereby Chief
they became due for payment, have been transferred to
Financial Officer/Chief Executive Officer provides
the Investor Education and Protection Fund of the Central
Compliance Certificate to the Board of Directors based on
Government. The Company transferred an amount of Rs.
the confirmations received from business heads/ unit heads
21,89,921 which was due for the Financial Year ended up
of the Company relating to compliance of various laws,
rules, regulations and guidelines applicable to their areas to March 31, 2015 to the Investor Education and Protection
of operation. The Company takes appropriate steps after Fund of the Central Government. No claim shall lie against
consulting internally and if necessary, with independent the Company for the amount so transferred prior to March
legal counsels to ensure that the business operations 31, 2023, nor shall any payment against any such claim.
are not in contravention of any laws. The Company takes Pursuant to procedure stipulated in the Rules and can be
all measures to register and protect Intellectual Property claimed from IEPF authority by applying online at http://
Rights belonging to the Company. www.iepf.gov.in or http://www.iepf.gov.in/IEPFA/refund.
v. (i) Transfer of Unclaimed/Unpaid amounts to the Investor html pursuant to Rule 3 of the Investor Education and
Education & Protection Fund (‘IEPF’): Protection Fund (Awareness & Protection of Investors
Rules, 2001).
All unclaimed/unpaid dividend due for the Financial Year
ended up to March 31, 2015 have been transferred to the Further, the Shareholders are requested to apply for
Investor Education and Protection Fund of the Central revalidation/issue of demand drafts for the dividend for the
Government pursuant to Section 205A of the Companies Financial Year ending March 31, 2015 on or before July
Act, 1956 and can be claimed from IEPF authority by 30, 2023 after which any unpaid dividend amount for the
applying online at http://www.iepf.gov.in or http://www.iepf. Financial Year 2014-2015 will be transferred to Investors
gov.in/IEPFA/refund.html Education and Protection Fund (IEPF) by the Company
The Shareholders are requested to apply for unpaid/ and any claim can be made from IEPF authority by
unclaimed dividend for the Financial Year ending March applying online at http://www.iepf.gov.in or http://www.iepf.
31, 2016 on or before 15st July 2023 after which any gov.in/IEPFA/refund.html
unpaid dividend amount for the Financial Year 2015-16 will Information in respect of unclaimed dividend when due
be transferred to Investors Education and Protection Fund for transfer to the Investors Education and Protection
(IEPF) by the Company and thereafter any claim can be Fund (IEPF) is given below:
made from IEPF authority by applying online at http://
www.iepf.gov.in or http://www.iepf.gov.in/IEPFA/refund. Financial Type of Dividend Date of Due
html Year Declaration date for
transfer to
As per the directives of Government of India guidelines IEPF
vide Ministry of Corporate Affairs General Circular No.
2015-16 Final Dividend 01-Aug-16 06-Sep-23
12/2017 dated 16/10/2017 on IEPF Matters, if the dividend
has not been claimed or paid for a period of 7 years, then 2016-17 Final Dividend 22-Sep-17 28-Oct-24
the shares become liable for transfer to IEPF. 2017-18 Final Dividend 28-Sep-18 03-Nov-25
2019-20 1st Interim Dividend 23-Oct-19 29-Nov-26
However, Investor whose shares have been transferred
to IEPF, may claim the shares back from IEPF Authority 2019-20 2nd Interim Dividend 29-Jan-20 06-Mar-27

by filing the online claim for refund in form IEPF-5 which 2019-20 3rd Interim Dividend 05-May-20 11-Jun-27
can be downloaded from the website of IEPF (http://www. 2020-21 1st Interim Dividend 06-May-21 12-Jun-28
iepf.gov.in). Investor may read the instructions provided on 2021-22 1st Interim Dividend 28-Jul-21 03-Sep-28
the website/instruction kit along with the e-form carefully 2021-22 2nd Interim Dividend 25-Oct-21 01-Dec-28

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2021-22 3rd Interim Dividend 27-Jan-22 05-Mar-29 Particulars No. of No. of


2021-22 4th Interim Dividend 12-May-22 18-Jun-29 shareholders shares
2022-23 1st Interim Dividend 22-Jul-22 28-Aug-29 Shares transferred to IEPF 868 78607
account during the Financial
2022-23 2nd Interim Dividend 20-Oct-22 26-Nov-29
Year 2017-18
2022-23 3rd Interim Dividend 20-Jan-23 27-Feb-30
Shares transferred to IEPF 221 11537
2022-23 4th Interim Dividend 27-April-23 03-June-30 account during the Financial
(ii) Transfer of equity shares of the company, unclaimed Year 2018-19
dividends, other amounts and shares under section Shares transferred to IEPF 121 5754
125 of the Companies Act, 2013 read with the Investor account during the Financial
Education and Protection Fund Authority (Accounting, Year 2019-20
Audit, Transfer And Refund) Rules, 2016 to Investors Shares transferred to IEPF 104 6150
Education & Protection Fund of the Authority account during the Financial
Year 2020-21
As per Section 124(6) of the Act read with the IEPF Rules
as amended, all the shares in respect of which dividend Shares transferred to IEPF 97 7062
has remained unpaid/unclaimed for seven consecutive account during the Financial
Year 2021-22
years or more are required to be transferred to an IEPF
Demat Account notified by the Authority. The Company Shares transferred to IEPF 116 10426
has sent individual notices to all the shareholders whose account during the Financial
dividends are lying unpaid/ unclaimed against their name Year 2022-23
for seven consecutive years or more and also advertised Shares claim settled during the 1 25
on the Newspapers seeking action from the shareholders. Financial Year 2018-19
Shareholders are requested to claim the same as per Shares claim settled during the 5 480
procedure laid down in the Rules. In case the dividends Financial Year 2019-20
are not claimed by the due date(s), necessary steps will Shares claim settled during the 3 1300
be initiated by the Company to transfer shares held by the Financial Year 2020-21
members to IEPF without further notice. Please note that Shares claim settled during the 16 1407
no claim shall lie against the Company in respect of the Financial Year 2021-22
shares so transferred to IEPF. In the event of transfer of
Shares claim settled during the 11 666
shares and the unclaimed dividends to IEPF, shareholders
Financial Year 2022-23
are entitled to claim the same from IEPF by submitting an
online application in the prescribed Form IEPF-5 available Aggregate number of 1487 115658
shareholders and the
on the website www.iepf.gov.in and sending a physical
outstanding shares lying in
copy of the same duly signed to the Company along with
IEPF account at the end of the
the requisite. The Board approved the transfer of shares
Financial Year 2022-23
and authorized the Company Secretary in order to comply
with the requirement for transferring shares against w. Compliance Officer
which dividend has not been paid or claimed for seven
consecutive years. Ms. Barkha Sharma, is the Company Secretary of the
Company. The Compliance officer can be contacted for any
The Company had recently sent letters individually to the shareholder/investor related matter of the Company. The
concerned shareholders whose shares are liable to be contact no. is 011-41029297 and e-mail ID is investors@
transferred to the demat account of the IEPF Authority, at
coforge.com.
their latest address registered with the Company so that
they can apply to the Company with requisite details and x. Code for prevention of Insider -Trading Practices
documents and claim their shares, if any. The Company
In compliance with the SEBI (Prohibition of Insider
has also uploaded full details of such shareholders and
Trading) Regulations, 2015 on prevention of insider
shares due for transfer to the demat account of the IEPF
trading, the Company has laid down a comprehensive
Authority on its website at link https://www.coforge.com/
investors/statutory-disclosures code of conduct to regulate, monitor and report trading in
the shares of the Company, by its employees and other
Details of shares transferred to Investors Education and connected persons. The Company has also laid down a
Protection Fund Authority (Ministry of Corporate Affairs Code on Fair Disclosure which deals with the practices
Fund) account wherein dividend is remained unpaid/ & procedures for fair disclosure of unpublished price
unclaimed for continuous 7 years:- sensitive information. The Code(s) lays down guidelines for

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fair disclosure of unpublished price sensitive information All assets and liabilities have been classified as current
and advises the persons covered under the said Code(s) or non-current as per the Company’s operating cycle and
on procedures to be followed and disclosures to be made, other criteria set out in the Schedule III to the Companies
while dealing with shares of the Company and advising Act, 2013. Based on the nature of Company’s business and
them of the consequences of violations. The URL of the the time between the acquisition of assets for processing
same is: https://www.coforge.com/hubfs/Code-of-Conduct- and their realisation in cash and cash equivalents, the
Regulate-Monitor.pdf Company has ascertained its operating cycle as 12 months
y. Secretarial Certificates: for the purpose of current and non-current classification of
assets and liabilities.
Reconciliation of Share Capital Audit
Other Disclosures:
A Company Secretary in-Practice carries out a
reconciliation of Share Capital Audit to reconcile the a. The details pertaining to disclosures in relation to the
total admitted capital with National Securities Depository Sexual Harassment of Women at Workplace (Prevention,
Limited and Central Depository Services (India) Limited Prohibition and Redressal) Act, 2013 is covered under
(“Depositories”) and the total issued and listed capital. Board Report. The company has complied with provisions
The audit confirms that the total issued/paid-up capital relating to the constitution of Internal Complaints
is in agreement with the aggregate of the total number Committee under the Sexual Harassment of Women at
of shares in physical form and total number of shares in Workplace (Prevention, Prohibition and Redressal) Act,
dematerialized form held with Depositories. 2013.
Secretarial Certificates pursuant to Regulation 40(9) of b. The Company paid a total fees for all services paid by the
the Listing Regulations, certificates, on yearly basis, have Company and its subsidiaries, on a consolidated basis, for
been issued by a Company Secretary in Practice certifying the FY ended March 31, 2023, to the statutory auditor and
that all certificates have been issued within thirty days of
all entities in the network firm/ network entity of which the
date of lodgement for transfer, sub-division, consolidation,
statutory auditor is a part, is as follows:
renewal and exchange etc.
z. Subsidiary Companies Particulars Amt in
INR (Millions)
In order to comply with the requirements of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015, the Company has formulated a policy on material Fees for audit and related services paid 38.1
subsidiaries and posted the same on the website of to S.R. Batliboi & Associates LLP firms
the Company pursuant to SEBI (Listing Obligations & and to entities of the network of which the
Disclosure Regulations, 2015. Statutory Auditor is a part

At present, the Company has two material subsidiary Other fees paid to S.R. Batliboi & Associates 35.4
whose net worth exceeds 10% of the consolidated net LLP firms and to entities of the network of
worth of the holding company in the immediately preceding which the Statutory Auditor is a part
accounting year or has generated 10% of the consolidated TOTAL 73.5
income of the Company during the previous financial year.
OTHER DISCLOSURES
The Financials of Subsidiary Companies are tabled at the
Audit Committee and Board Meetings at regular intervals ab. Related Party Transactions
(quarterly/annually). Copies of the Minutes of the Audit
There are no materially significant related party transactions
Committee/Board Meetings of Subsidiary Companies are
of the Company, which have a potential conflict with
also placed before the Board members at the subsequent
the interests of the Company at large. The related party
Board Meetings for taking note.
transactions (as per Accounting Standard 18) and as per
aa. Disclosure of Accounting Treatment of Financial INDAS 24 (Indian Accounting Standards specified under
Statements of the Company section 133 of the Companies Act 2013)in the ordinary
The financial statements comply in all material aspects course of business during the year April 1, 2022 to March
with Indian Accounting Standards (Ind AS) notified 31, 2023 are reported under the Financial Statements.
under Section 133 of the Companies Act, 2013 (the Act) All transactions entered into with Related Parties as
[Companies (Indian Accounting Standards) Rules, 2015] defined under the Companies Act, 2013 and SEBI (Listing
and all amendments thereto and other applicable & Obligations & Disclosure Requirements), Regulations
relevant provisions.

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2015 during the financial year were in the ordinary course Internal Control
of business and on an arms’ length pricing basis and do The Company has a formal system of internal control
not attract the provisions of Section 188 of the Companies testing which examines both the design effectiveness and
Act, 2013. The same, as per the provisions of SEBI (Listing operational effectiveness to ensure reliability of financial
Obligations & Disclosure Requirements), Regulations and operational information and all statutory/ regulatory
2015 and all amendments thereto, were placed before compliances. The Company has a strong monitoring and
the Audit Committee of the Company and are regularly/ reporting process resulting in financial discipline and
periodically ratified and/or approved by the Board/ Audit accountability.
Committee respectively. For further details, please refer af. Proceeds from the public issue/right issue/
to Notes, forming part of the Balance Sheet & notes to preferential issues/qualified institutional placements
account of the Company. and utilisation of proceeds etc.
Related Party Transactions Policy There was no fresh public issue/right issue/
preferential issues or etc. during the Financial Year 2022-
Pursuant to the recent amendment in SEBI (Listing
23 (except shares allotted under Employee Stock Option
Obligations & Disclosure Regulations, 2015, the Board has
Scheme of the Company).
approved a policy for related party transactions which has
been uploaded on the Company’s website. ag. Remuneration of Non- Executive Directors

ac. Structures and Penalties The Company has defined its criteria of making payment
of remuneration to its Non-Executive Directors. The details
The Company has complied with the requirements of the are stated in the section ‘Nomination & Remuneration
Stock Exchange(s)/SEBI and Statutory Authority(ies) on Policy’ of the Company.
all matters related to the capital market during the last
ah. Management Discussion and Analysis
three years. There were no material penalties or strictures
imposed on the Company by Stock Exchange(s) or SEBI There is a separate part on Management Discussion and
Analysis in the Annual Report.
or any Statutory Authority(ies) relating to the above.
ai. Inter-se relationship between directors
ad. Vigil Mechanism/Whistle Blower Policy
There is no inter-se relationship between Directors of the
In view of the requirement as stipulated by Section 177
Company.
of the Companies Act, 2013 and the SEBI (Listing
Obligations & Disclosure Requirements), Regulations aj. The Company is having the following policies as per the
SEBI (Listing Obligations & Disclosure Requirements)
2015, the Company has complied with all the provisions of
Regulations, 2015. URL for the policies are provided
the Section and has a Whistle Blower Policy duly approved
below:
by the Audit Committee to report concerns about unethical
behaviour, actual & suspected frauds, or violation of Policy for Dividend Distribution:
Company’s Code of Conduct and Ethics. The Company https://25186482.fs1.hubspotusercontent-eu1.net/
hereby affirms that no person has been denied access to hubfs/25186482/dividend-distribution-policy-new.pdf
the Audit Committee.
Policy for determining material’ subsidiaries:
The policy is uploaded on the website of the Company and
https://25186482.fs1.hubspotusercontent-eu1.net/
the URL for the same is https://www.coforge.com/hubfs/ hubfs/25186482/policy-on-deter mining-mater ial-
Whistle-Blower-Policy-Coforge.pdf subsidiaries-new.pdf
ae. Risk Management Framework Archival Policy on Preservation of Documents of the
Company: https://25186482.fs1.hubspotusercontent-eu1.
As mentioned earlier in the Report, the Company has laid
net/hubfs/25186482/Archival-policyuploaded.pdf
down procedures to inform the Board Members about
the Risk assessment and procedures. All the designated Policy on determination of material/price sensitive
officials submit quarterly reports, through online risk information:
management system, which is reviewed periodically to https://25186482.fs1.hubspotusercontent-eu1.net/
ensure effective risk identification and management. hubfs/25186482/policy-on-materiality-of-events-new.pdf

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ak. Details of material subsidiaries of the listed entity: iii. Modified Opinion(s) in Audit Report

S. Name of Date of Place of Name of Statutory Auditors The Company’s Standalone and Consolidated
No. Material Incorporation Incorporation
Subsidiary Financial Statements are with unmodified audit
1 Coforge 17-03-2004 State of S.R Batliboi & Associates LLP opinion for the Financial Year ended on March 31,
Inc. Georgia 2023
2 Coforge 25-09-1991 London, U.K Anderson Anderson & Brown
U.K. Ltd. Audit LLP iv. Separate posts of Chairperson and CEO
al. Name of Denbenture trustee with contact details: During the year 2022-23, the Company continued to
have separate persons in the post of Chairperson
Catalyst Trusteeship Limited
and CEO.
Address: Windsor, 6th Floor, Office No. 604, C.S.T Road,
v. Reporting of Internal Auditor
Kalina, Santacruz (East), Mumbai - 400098
The Internal Auditors reports to the Audit
am. The requirement under Regulation 17 to 27 read
Committee.
Regulation 46 for Corporate Governance under the Listing
Regulations are complied. CERTIFICATE RELATING TO COMPLIANCE WITH
THE CODE OF CONDUCT FOR DIRECTORS/SENIOR
Compliance with mandatory and non-mandatory
MANAGEMENT
requirements of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 This is to certify that as per SEBI (Listing Obligations & Disclosure
Requirements), Regulations, 2015:
a. Mandatory Requirements
1. The code of conduct has been laid down for all the Board
The Company has complied with all the applicable
Members and Senior Management and other employees
mandatory requirements of the Listing Regulations.
of the Company.
b. Non-mandatory Requirements
2. The code of conduct has been posted on the website of the
The Company has adopted following discretionary Company.
requirements of Regulation 27 (1) of the Listing Regulations:
3. The Board members and Senior Management personnel
i. The Board: have affirmed compliance with the Company’s code of
conduct for the year 2022-23
The Non-executive Chairperson’s Office is
maintained at Company’s expense. He is also
entitled for reimbursement of any expenses incurred
for performance of his duties. – Not applicable Sd/-
Sudhir Singh
ii. Shareholders Rights:
Chief Executive Officer & Executive Director
The quarterly and half-yearly Financial Results
are published in widely circulated dailies and also Date: April 27, 2023
displayed on Company’s website. The Company Place: Gurugram
sends Financial Statements along with Directors’
report and Auditors’ report to all the Shareholders
every year.

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CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER ON COMPLIANCE WITH THE CONDITIONS
OF CORPORATE GOVERNANCE UNDER REGULATION 17(8) & PART E OF SCHEDULE V OF THE SEBI (LISTING
OBLIGATIONS & DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

To,
The Board of Directors
Coforge Limited
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi –110019

We hereby certify that for the Financial Year 2022-23

1. We have reviewed the financial statements and the cash flow statement and that to the best of our knowledge and belief: -

a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading.

b) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year 2022-23 which
are fraudulent, illegal or violate the Company’s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the
Auditors and the Audit Committee those deficiencies, if any, of which we are aware, in the design or operation of the internal
control systems and the steps we have taken or propose to take to rectify these deficiencies.

4. We have indicated to the Auditors and the Audit Committee:

a. Significant changes, if any, in internal control over financial reporting during this year.

b. significant changes, if any, in accounting policies during this year 2022-23 and that the same have been disclosed in
the notes to the financial statements; and

c. instances of significant fraud of which we are aware and the involvement therein, if any, of the management or an
employee having a significant role in the Company’s internal control system over financial reporting.

Sd/- Sd/-
Sudhir Singh Ajay Kalra
Chief Executive Officer & Chief Financial Officer
Executive Director
Place: Gurugram Place: Gurugram
Date: April 27, 2023 Date: April 27, 2023

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Independent Auditor’s Report on compliance with the conditions of Corporate Governance as per provisions of Chapter
IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended

To,
The Members of
Coforge Limited
8, Balaji Estate,
Guru Ravi Das Marg, Kalkaji,
New Delhi - 110019.

1. The Corporate Governance Reportprepared by Coforge Limited (hereinafter the “Company”), contains details as specified in
regulations 17 to 27, clauses (b) to (i)and (t) of sub – regulation (2) of regulation 46 and para C, D, and E of Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
(“the Listing Regulations”)1 (‘Applicable criteria’) for the year ended March 31, 2023as required by the Company for annual
submission to the Stock exchange.
Management’s Responsibility
2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the
preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design,
implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate Governance
Report.
3. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the
conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of
India.
Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, our responsibility is to provide a reasonable assurance in the form
of an opinion whether, the Company has complied with the conditions of Corporate Governance as specified in the Listing
Regulations.
5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports or
Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the Institute
of Chartered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes requires that
we comply with the ethical requirements of the Code of Ethics issued by ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
7. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated in compliance
of the Corporate Governance Report with the applicable criteria. Summary of procedures performed include
i. Read and understood the information prepared by the Company and included in its Corporate Governance Report;
ii. Obtained and verified that the composition of the Board of Directors with respect to executive and non-executive directors
has been met throughout the reporting period;
iii. Obtained and read the Register of Directors as on March 31, 2023, and verified that at least one independent woman director
was on the Board of Directors throughout the year;
iv. Obtained and read the minutes of the following committee meetings / other meetings held from April 1, 2022 to March 31,
2023 :
a. Board of Directors;
b. Audit Committee;
c. Annual General Meeting (AGM) / Extra Ordinary General Meeting (EGM);
d. Nomination and Remuneration Committee;
e. Stakeholders Relationship Committee;
f. Risk Management Committee

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v. Obtained necessary declarations from the directors of the Company.


vi. Obtained and read the policy adopted by the Company for related party transactions.
vii. Obtained the schedule of related party transactions during the year and balances at the year- end. Obtained and read the
minutes of the audit committee meeting where in such related party transactions have been pre-approved prior by the audit
committee.
viii. Performed necessary inquiries with the management and also obtained necessary specific representations from
management
8. The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance Report
on a test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes of
expressing an opinion on the fairness or accuracy of any of the financialsinformation or the financial statements of the Company
taken as a whole.
Opinion
9. Based on the procedures performed by us, as referred in paragraph 7 above, and according to the information and explanations
given to us, we are of the opinion that the Company has complied with the conditions of Corporate Governance as specified in
the Listing Regulations, as applicablefor the year ended March 31, 2023, referred to in paragraph 4 above.
Other matters and Restriction on Use
10. This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
11. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its
obligations under the Listing Regulations with reference to compliance with the relevant regulations of Corporate Governance
and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or
any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without our
prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date of
this report.

For S.R. Batliboi& Associates LLP


Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth


Partner
Membership Number: 094524
UDIN: 23094524BGYIBZ7561
Place of Signature: Gurugram
Date: April 27, 2023

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INDEPENDENT AUDITOR’S REPORT


To the Members of Coforge Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Coforge Limited (“the Company”), which comprise the Balance
sheet as at March 31 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash
Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements,
including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31, 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended
on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for
the Audit of the Standalone Financial Statements’ section of our report. We are independent of the Company in accordance with the
‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ‘Code of Ethics’. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the
responsibilities described in the Auditor’s responsibilities for the audit of the standalone financial statements section of our report,
including in relation to these matters.

Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the standalone financial statements.

The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit
opinion on the accompanying standalone financial statements.

Key audit matters How our audit addressed the key audit matter
Recoverability of trade receivables and unbilled revenue related to Government Customer
As at March 31, 2023, the Company has outstanding Our audit procedures included the following:
trade receivables and unbilled revenue relating to 1) We evaluated the Company’s processes and controls relating to the
Government customer in India. The appropriateness monitoring of trade receivables & unbilled from Government customer.
of the allowance for doubtful trade receivables
2) We performed procedures relating to obtaining evidence of receipts
pertaining to Government customers in India is
from the trade receivables after the period end on test check basis.
subjective due to the high degree of significant
judgement applied by management in determining 3) We inquired management about the recoverability status and reviewed
the impairment provision. communication received from the customer.

Refer Note 5(iii) of the Standalone Financial 4) We evaluated management’s assumptions used to determine the
Statements impairment amount, through analysis of ageing of trade receivables,
assessment of material overdue individual trade receivables and risks
specific to the Government Customer.

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Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the Board Report,
Management Discussion and Analysis, Business Responsibility and Sustainability Report, but does not include the standalone
financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing
so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

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• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and
whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements for the financial year ended March 31, 2023 and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms
of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs
3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the
Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of
account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board
of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of
Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and
the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been provided by the Company to its
directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the
explanations given to us:

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i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial
statements – Refer Note 30 to the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts – Refer Note 13(iv) to the standalone
financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company

iv. a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced
or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or
indirectly lend or invest in other person(s) or entity(ies) identified in any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been received
by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly,
lend or invest in other person(s) or entity(ies) identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and

c) Based on such audit procedures performed that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations under
sub-clause (a) and (b) contain any material misstatement.

v. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in
accordance with section 123 of the Act.

vi (As proviso to rule 3(i) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1,
2023, reporting under this clause is not applicable.

For S.R. Batliboi & Associates LLP


Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth


Partner
Membership Number: 094524
UDIN: 23094524BGYIBY2676

Place of Signature: Gurugram


Date: April 27, 2023

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Annexure 1 to the Independent Auditor’s Report referred to in paragraph 1 of “Report on Other Legal and Regulatory
Requirements” of our report of even date
Re: Coforge Limited (“the Company”)
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of
Property, Plant and Equipment.
(a) (B) The Company has maintained proper records showing full particulars of intangibles assets.
(b) All Property, Plant and Equipment were physically verified by the management in the previous year in accordance with a
planned programme of verifying them in phased manner once in two years which is reasonable having regard to the size
of the Company and the nature of its assets.
(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease
agreements are duly executed in favour of the lessee) are held in the name of the Company.
(d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets
during the year ended March 31, 2023.
(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the
Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
(ii) (a) The Company’s business does not require maintenance of inventories and, accordingly, the requirement to report on
clause 3(ii)(a) of the Order is not applicable to the Company.
(b) As disclosed in note 13(a)(i) to the financial statements, the Company has been sanctioned working capital limits in excess
of Rs. five crores in aggregate from banks and financial institutions during the year on the basis of security of current
assets of the Company. Based on the records examined by us in the normal course of audit of the financial statements,
the quarterly returns/statements filed by the Company with such banks and financial institutions are in agreement with
the books of accounts of the Company.
(iii) (a) During the year the Company has not provided loans, advances in the nature of loans, stood guarantee or provided
security to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on
clause 3(iii)(a) of the Order is not applicable to the Company.
(b) During the year the Company has not made investments, provided guarantees, provided security and granted loans and
advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the
requirement to report on clause 3(iii)(b) of the Order is not applicable to the Company.
(c) The Company has not granted loans and advances in the nature of loans to companies, firms, Limited Liability Partnerships
or any other parties. Accordingly, the requirement to report on clause 3(iii)(c) of the Order is not applicable to the Company.
(d) The Company has not granted loans or advances in the nature of loans to companies, firms, Limited Liability Partnerships
or any other parties. Accordingly, the requirement to report on clause 3(iii)(d) of the Order is not applicable to the Company.
(e) There were no loans or advance in the nature of loan granted to companies, firms, Limited Liability Partnerships or any
other parties. Accordingly, the requirement to report on clause 3(iii)(e) of the Order is not applicable to the Company.
(f) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without
specifying any terms or period of repayment to companies, firms, Limited Liability Partnerships or any other parties.
Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.
(iv) There are no loans, investments, guarantees, and security in respect of which provisions of sections 185 and 186 of the
Companies Act, 2013 are applicable and accordingly, the requirement to report on clause 3(iv) of the Order is not applicable to
the Company.
(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits
within the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent applicable.
Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.
(vi) The Company is not in the business of sale of any goods or provision of such services as prescribed. Accordingly, the requirement
to report on clause 3(vi) of the Order is not applicable to the Company.
(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including goods and services
tax, provident fund, employees’ state insurance, income-tax, duty of customs, duty of excise, cess and other statutory
dues applicable to it. According to the information and explanations given to us and based on audit procedures performed
by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period
of more than six months from the date they became payable.

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(b) The dues of income-tax have not been deposited on account of any dispute, are as follows:

Nature of Amount Period to which the Forum where the dispute is


Name of the statute
the dues (Rs) amount relates pending

Income Tax Act, 1961 Income tax 48,428,318 Assessment Year 2006-07 High Court

Income Tax Act, 1961 Income tax 153,064,724 Assessment Year 2007-08 High Court

Income Tax Act, 1961 Income tax 9,223,633 Assessment Year 2008-09 High Court
Income Tax 67,757,486
Income Tax Act, 1961 Assessment Year 2009-10 Income Tax Appellate Tribunal
Interest 20,851,525
Income Tax 439,716
Income Tax Act, 1961 Assessment Year 2010-11 Income Tax Appellate Tribunal
Interest 111,484
Income Tax 10,401,805
Income Tax Act, 1961 Assessment Year 2011-12 Income Tax Appellate Tribunal
Interest 7,102,295
Income Tax 7,569,291
Income Tax Act, 1961 Assessment Year 2013-14 Income Tax Appellate Tribunal
Interest 1,150,449
Commissioner of Income Tax
Income Tax Act, 1961 Income tax 125,864,670 Assessment Year 2021-22
(Appeals)
(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax
assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii)
of the Order is not applicable to the Company.
(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any
lender.
(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority.
(c) Term loans were applied for the purpose for which the loans were obtained.
(d) On an overall examination of the financial statements of the Company, no funds raised on short- term basis have been
used for long-term purposes by the Company.
(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any
entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.
(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or
associate companies. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.
(x) (a) The Company has not raised any money during the year by way of initial public offer / further public offer (including debt
instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.
(b) The Company has not made any preferential allotment or private placement of shares /fully or partially or optionally
convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is
not applicable to the Company.
(xi) (a) No fraud by the Company or no fraud on the Company has been noticed or reported during the year.
(b) During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by secretarial
auditor or by us in Form ADT – 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the
Central Government.
(c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining
the nature, timing and extent of audit procedures.
(xii) (a) The Company is not a nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to
report on clause 3(xii)(a) of the Order is not applicable to the Company.
(b) The Company is not a nidhi company as per the provisions of the Companies Act, 2013. Therefore, the requirement to
report on clause 3(xii)(b) of the Order is not applicable to the Company.
(c) The Company is not a nidhi company as per the provisions of the Companies Act, 2013. Therefore, the requirement to

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report on clause 3(xii)(c) of the Order is not applicable to the Company.


(xiii) Transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable
and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.
(b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been
considered by us.
(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and
hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.
(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company.
Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.
(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement
to report on clause (xvi)(b) of the Order is not applicable to the Company.
(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly,
the requirement to report on clause 3(xvi) of the Order is not applicable to the Company
(d) There is no Core Investment Company as a part of the Group, hence, the requirement to report on clause 3(xvi)(d) of the
Order is not applicable to the Company.
(xvii) The Company has not incurred cash losses in the current financial year. The Company has not incurred cash losses in the
immediately preceeding financial year.
(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii)
of the Order is not applicable to the Company.
(xix) On the basis of the financial ratios disclosed in note 35 to the financial statements, ageing and expected dates of realization of
financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge
of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions,
nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit
report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within
a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of
the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give
any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get
discharged by the Company as and when they fall due.
(xx) (a) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund
specified in Schedule VII of the Companies Act (the Act), in compliance with second proviso to sub section 5 of section
135 of the Act. This matter has been disclosed in note 20(b) to the financial statements.
(b) All amounts that are unspent under section (5) of section 135 of Companies Act, pursuant to any ongoing project, has
been transferred to special account in compliance of with provisions of sub section (6) of section 135 of the said Act.This
matter has been disclosed in note 20(b) to the financial statements.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth


Partner
Membership Number: 094524
UDIN: 23094524BGYIBY2676

Place of Signature: Gurugram


Date: April 27, 2023

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Annexure 2 To the Independent Auditor’s Report Of even date on the Standalone Financial Statements of Coforge Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to standalone financial statements of Coforge Limited (“the Company”)
as of March 31, 2023, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that
date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants
of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to these standalone financial
statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, as specified under section 143(10) of the Act, to the
extent applicable to an audit of internal financial controls, both issued by ICAI. Those Standards and the Guidance Note require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls with reference to these standalone financial statements was established and maintained and if such controls
operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference
to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to
standalone financial statements included obtaining an understanding of internal financial controls with reference to these standalone
financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including
the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls with reference to these standalone financial statements.

Meaning of Internal Financial Controls with Reference to these Standalone Financial Statements

A company’s internal financial controls with reference to standalone financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial controls with reference to standalone
financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the
possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not

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be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to
future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial
statements and such internal financial controls with reference to standalone financial statements were operating effectively as at
March 31, 2023, based on [the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note issued by the ICAI.]

For S.R. Batliboi & Associates LLP


Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth


Partner
Membership Number: 094524
UDIN: 23094524BGYIBY2676

Place of Signature: Gurugram


Date: April 27, 2023

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COFORGE LIMITED
(CIN: L72100DL1992PLC048753)
STANDALONE BALANCE SHEET
(All amounts in Rs Mn unless otherwise stated)
As at As at
Particulars Notes
31 March 2023 31 March 2022
ASSETS
Non-current assets
Property, plant and equipment 3 3,451 3,434
Right-of-use assets 31 840 428
Capital work-in-progress 3 17 86
Goodwill 4 21 21
Other intangible assets 4 47 58
Financial assets
Investments 5(i) 18,336 18,336
Trade receivables 5(iii) 467 332
Other financial assets 5 (ii) 181 140
Income tax assets (net of provisions) 9 239 236
Deferred tax assets (net) 6 3,057 2,330
Other non-current assets 7 762 669
Total non-current assets 27,418 26,070
Current assets
Contract assets 8 32 17
Financial assets
Trade receivables 5(iii) 7,836 4,246
Cash and cash equivalents 5(iv) 1,372 604
Other bank balances 5(v) 23 20
Other financial assets 5 (ii) 88 532
Other current assets 7 1,012 920
Total current assets 10,363 6,339
TOTAL ASSETS 37,781 32,409
EQUITY AND LIABILITIES
Equity
Equity share capital 10 611 609
Other equity 11 25,542 21,452
Total equity 26,153 22,061
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 12(i) 3,382 3,365
Lease Liability 31 474 87
Trade payables
Total outstanding dues of micro enterprises and small enterprises 12(iii) - -
Total outstanding dues of creditors other than micro enterprises and small enterprises 12(iii) 102 127
Other financial liabilities 12(iv) 112 -
Employee benefit obligations 13 857 615
Other non-current liabilities 14 59 51
Total non- current liabilities 4,986 4,245
Current liabilities
Financial liabilities
Borrowings 12(i) - 2
Lease Liability 31 94 75
Trade payables
Total outstanding dues of micro enterprises and small enterprises 12(iii) 282 142
Total outstanding dues of creditors other than micro enterprises and small enterprises 12(iii) 3,060 3,690
Other financial liabilities 12(iv) 2,496 1,451
Employee benefit obligations 13 89 41
Other current liabilities 14 621 702
Total current liabilities 6,642 6,103
Total Liabilities 11,628 10,348
TOTAL EQUITY AND LIABILITIES 37,781 32,409
The accompanying notes are an integral part of the Standalone financial statements.
As per our report of even date
For and on Behalf of Board of Directors of Coforge Limited
For S.R. Batliboi & Associates LLP Sudhir Singh Hari Gopalakrishnan
Chartered Accountants CEO & Executive Director Director
Firm Registration No.101049W/E300004 DIN : 07080613 DIN : 03289463
Place : Gurugram Place : Mumbai
Date : 27 April 2023 Date : 27 April 2023

Yogender Seth Ajay Kalra Barkha Sharma


Partner Chief Financial Officer Company Secretary
Membership No.094524 Place : Gurugram Place : Gurugram
Place : Gurugram Date : 27 April 2023 Date : 27 April 2023
Date : 27 April 2023

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COFORGE LIMITED
(CIN: L72100DL1992PLC048753)
STATEMENT OF PROFIT AND LOSS
(All amounts in Rs Mn unless otherwise stated)
Year ended Year ended 31
Particulars Note
31 March 2023 March 2022
Revenue from operations 15 42,305 33,132
Other income 16 5,879 4,005
Total income 48,184 37,137

Expenditure
Purchases of stock-in-trade / contract cost 365 979
Employee benefits expense 17 28,866 21,565
Depreciation and amortisation expense 18 1,087 838
Other expenses 19 8,530 6,322
Finance costs 20 588 518
Total expenses 39,436 30,222

Profit before exceptional items and tax 8,748 6,915


Exceptional items 21 523 -
Profit before tax 8,225 6,915
Income tax expense: 22
Current tax 839 513
Deferred tax 61 (43)
Total tax expense 900 470
Profit for the year 7,325 6,445

Other comprehensive income/(loss)


Items that may be reclassified to profit or loss
Fair value changes on derivatives designated as cash flow (344) 1
hedge, net
Income tax relating to items that will be reclassified to profit or loss 83 2
(261) 3
Items that will not be reclassified to profit or loss
Remeasurement of post - employment benefit obligations (expenses) (39) (26)
/ income
Income tax relating to items that will not be reclassified to profit or loss 9 9
(30) (17)
Other comprehensive income for the year, net of tax (291) (14)
Total comprehensive income for the year 7,034 6,431

Earnings per equity share (of Rs 10 each) for profit from operations
attributable to owners of Coforge Limited :
Basic earnings per share 33 120.12 106.19
Diluted earnings per share 33 117.75 103.75
The accompanying notes are an integral part of the standalone financial statements.
As per our report of even date
For and on Behalf of Board of Directors of Coforge Limited
For S.R. Batliboi & Associates LLP Sudhir Singh Hari Gopalakrishnan
Chartered Accountants CEO & Executive Director Director
Firm Registration No.101049W/E300004 DIN : 07080613 DIN : 03289463
Place : Gurugram Place : Mumbai
Date : 27 April 2023 Date : 27 April 2023

Yogender Seth Ajay Kalra Barkha Sharma


Partner Chief Financial Officer Company Secretary
Membership No.094524 Place : Gurugram Place : Gurugram
Place : Gurugram Date : 27 April 2023 Date : 27 April 2023
Date : 27 April 2023

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COFORGE LIMITED
(CIN: L72100DL1992PLC048753)
STATEMENT OF CASH FLOWS
(All amounts in Rs Mn unless otherwise stated)

Year ended Year ended


Particulars
31 March 2023 31 March 2022
Cash flow from operating activities
Profit before tax after exceptional items 8,225 6,915

Adjustments for:
Depreciation and amortisation expense 1,087 838
Loss on disposal of property, plant and equipment (net) 13 (11)
Dividend and interest income (4,782) (3,477)
Interest and finance charges 574 500
Realised and unrealised loss/ (gain) on investments - 1
Employee share-based payment expense 464 287
Allowance for doubtful debts & contract assets (net) 28 1
Unwinding of discount - Finance Income (19) (21)
(2,635) (1,882)

Changes in operating assets and liabilities


(Increase)/decrease in trade receivables (3,693) (962)
(Increase)/decrease in other financial assets 302 (357)
(Increase)/decrease in other assets (166) (845)
(Increase) / Decrease in other bank balances (3) (3)
Increase/(Decrease) in trade payables (525) 1,860
Increase/(Decrease) in provisions 251 150
Increase/(Decrease) in other liabilities 517 303
Cash generated/ (used) from operations (3,317) 146
Income taxes paid (1,515) (1,292)
Net cash inflow from operating activities 758 3,887

Cash flow from investing activities


Purchase of property, plant and equipment (681) (1,059)
Proceeds from sale of Property, plant and equipment 37 60
Acquisition of a subsidiary / operations, net of cash acquired - (9,912)
Proceeds from sale of current investments - 126
Dividend Income 4,758 3,473
Interest received from financial assets at amortised cost 27 4
Net cash inflow/(outflow) from investing activities 4,141 (7,308)

Cash flow from financing activities


Proceeds from issue of shares (including securities premium) 18 51
Proceeds from borrowings - 3,400
Repayment of borrowings (2) (50)
Repayment of principal portion of lease liabilities (65) (56)
Interest paid (548) (174)
Dividends paid to the Company's shareholders (3,534) (3,152)
Net cash inflow/ (outflow) from financing activities (4,131) 19

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COFORGE LIMITED
(CIN: L72100DL1992PLC048753)
STATEMENT OF CASH FLOWS
(All amounts in Rs Mn unless otherwise stated)

Year ended Year ended


Particulars
31 March 2023 31 March 2022

Net decrease in cash and cash equivalents 768 (3,402)

Cash and cash equivalents at the beginning of the financial year 604 4,006

Cash and cash equivalents at the end of the financial year 1,372 604

Reconciliation of cash and cash equivalents as per the cash flow statement

Cash and cash equivalents as per above comprise of the following

Balances with banks 1,372 604

Fixed deposit accounts (less than 3 months maturity) - -

Total [Refer note no. 5(v)] 1,372 604

The accompanying notes are an integral part of the standalone financial statements.
As per our report of even date
For and on Behalf of Board of Directors of Coforge Limited
For S.R. Batliboi & Associates LLP Sudhir Singh Hari Gopalakrishnan
Chartered Accountants CEO & Executive Director Director
Firm Registration No.101049W/E300004 DIN : 07080613 DIN : 03289463
Place : Gurugram Place : Mumbai
Date : 27 April 2023 Date : 27 April 2023

Yogender Seth Ajay Kalra Barkha Sharma


Partner Chief Financial Officer Company Secretary
Membership No.094524 Place : Gurugram Place : Gurugram
Place : Gurugram Date : 27 April 2023 Date : 27 April 2023
Date : 27 April 2023

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COFORGE LIMITED
(CIN: L72100DL1992PLC048753)
STATEMENT OF CHANGES IN EQUITY
(All amounts in Rs Mn unless otherwise stated)
a. Equity Share Capital
Particulars Number Amount
As at 1 April 2021 60,592,349 606
Issue of Shares 320,803 3
As at 31 March 2022 60,913,152 609

As at 1 April 2022 60,913,152 609


Issue of Shares 173,928 2
As at 31 March 2023 61,087,080 611
b. Other Equity
Other Equity
Other
Description Reserves and Surplus Comprehensive
Income
Total
Capital Employee Cash Flow
Capital Securities General Retained
Redemption Stock Hedging
Reserve Premium Reserves Earnings
Reserve Option Reserve
Balance at 1 April 2021 6 36 39 523 1,623 15,133 85 17,445
Profit for the year - - - - - 6,445 - 6,445
Other comprehensive income - - - - - (17) 3 (14)
Total Comprehensive Income for the year - - - - - 6,428 3 6,431
Transferred from Employee Stock Option Reserve - - 297 (297) - - - -
on exercise of stock options
Shares issued on exercise of employee stock options - - 48 - - - - 48
Shares based payments expense - - - 349 - - - 349
Tax benefit on share based payment # (Refer Note 33) - - - - - 334 - 334
Dividend paid - - - - - (3,155) - (3,155)
Balance at 31 March 2022 6 36 384 575 1,623 18,740 88 21,452

Other Equity
Other
Description Reserves and Surplus Comprehensive
Income
Total
Capital Employee Cash Flow
Capital Securities General Retained
Redemption Stock Hedging
Reserve Premium Reserves Earnings
Reserve Option Reserve
Balance at 1 April 2022 6 36 384 575 1,623 18,740 88 21,452
Profit for the year - - - - - 7,325 - 7,325
Other comprehensive income - - - - - (30) (261) (291)
Total Comprehensive Income for the year - - - - - 7,295 (261) 7,034
Transferred from Employee Stock Option Reserve - - 235 (235) - - - -
on exercise of stock options
Shares issued on exercise of employee stock options - - 16 - - - - 16
Impact on fair valuation of employee stock options - - - 544 - - - 544
Tax benefit on share based payment - - - - - 33 - 33
Dividend paid - - - - - (3,537) - (3,537)
Balance at 31 March 2023 6 36 635 884 1,623 22,531 (173) 25,542
# In certain jurisdictions, the Company is entitled to tax benefit on share based payment, over and above the share based payment expense recorded. Such tax benefit is
included in equity under the head “Tax benefit on share based payment”.
The accompanying notes are an integral part of the standalone financial statements.
As per our report of even date
For and on Behalf of Board of Directors of Coforge Limited
For S.R. Batliboi & Associates LLP Sudhir Singh Hari Gopalakrishnan
Chartered Accountants CEO & Executive Director Director
Firm Registration No.101049W/E300004 DIN : 07080613 DIN : 03289463
Place : Gurugram Place : Mumbai
Date : 27 April 2023 Date : 27 April 2023

Yogender Seth Ajay Kalra Barkha Sharma


Partner Chief Financial Officer Company Secretary
Membership No.094524 Place : Gurugram Place : Gurugram
Place : Gurugram Date : 27 April 2023 Date : 27 April 2023
Date : 27 April 2023
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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

A. Background
Coforge Limited (“the Company”) is a Company limited by shares, incorporated and domiciled in India. The Company delivers
services around the world directly and through its network of subsidiaries and overseas branches. The Company is rendering
Information Technology / Information Technology Enabled Services (“IT / ITES”) across various geographies viz Americas,
Europe, Middle East and Africa, India and Asia Pacific; and is engaged in Application Development & Maintenance, Managed
Services, Cloud Computing and Business Process Outsourcing to organizations in a number of sectors viz. Financial Services,
Insurance, Travel, Transportation & Logistics, Manufacturing & Distribution and Government. The Company is a public listed
Company and is listed on BSE LIMITED and the National Stock Exchange (NSE). These financial statements were authorised
for issue in accordance with a resolution of the Board of Directors on 27 April 2023.
B. Basis of preparation of financial statements
(i) Compliance with Ind AS
The standalone financial statements of the Company have been prepared in accordance with Indian Accounting Standards
(Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and
presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as
applicable to the standalone financial statements.
(ii) Historical cost convention
The financial statements have been prepared on a historical cost basis, except for the following:
- certain financial assets and liabilities (including derivative instruments) and put option liability that are measured at
fair value;
- defined benefit plans - plan assets measured at fair value [Refer note 1 (p)]; and
- share-based payments [refer note 1(p)]
C. Use of Estimates and judgements
The preparation of financial statements in conformity with Ind AS requires the management to make estimates, assumptions
and judgements that affect the reported amounts of assets, liabilities, revenue, costs, expenses and other comprehensive
income that are reported and disclosed in the financial statements. These estimates are based on the management’s best
knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other
assumptions that are believed to be reasonable under the circumstances. Significant estimates and assumptions are used, but
not limited to allowance for uncollectible trade and contract assets, impairment of goodwill and business combination. Actual
results could differ from those estimates. Changes in estimates are reflected in the financial statements in the period in which
the changes are made and represent management’s best estimate.
Other areas involving critical estimates and judgements are:
The preparation of financial statements requires the use of accounting estimates which, by definition, may not equal the actual
results. Management also needs to exercise judgment in applying the Company’s accounting policies.
This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are
more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.
Detailed information about each of these estimates and judgments is included in relevant notes together with information about
the basis of calculation for each affected line item in the financial statements.
Areas involving critical estimates and judgments are:
• Impairment of trade receivables
The impairment provisions of financial assets are based on assumptions about risk of default and expected timing of
collection. The Company uses judgment in making these assumptions and selecting the inputs to the expected credit loss
calculation based on the Company’s history of collections, customer’s creditworthiness, existing market conditions as well
as forward looking estimates at the end of each reporting period.
The Company uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are
based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by geography,
product type, customer type and rating, and coverage by letters of credit and other forms of credit insurance).
Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the Company and that are believed to be reasonable
under the circumstances.

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

1 Significant accounting policies


(a) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Company’s entities are measured using the currency of the
primary economic environment in which the entity/branches operates (the ‘functional currency’). For each entity, the
Company determines the functional currency and items included in the financial statements of each entity are measured
using that functional currency. Financial statements of the Company are presented in Indian Rupee (INR), which is the
parent company’s functional and the Company’s presentation currency.
(ii) Transactions & Balances
All foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between
the functional currency and the foreign currency at the monthly rate which approximately equals to exchange rate at the
transaction date.
As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign
currency are reported using the exchange rate at the date of the transaction. All monetary assets and liabilities in foreign
currency are restated at the end of the accounting period. Exchange difference on restatement as well as settlement of
monetary items are recognized in the Statement of Profit and Loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the closing rates.
(b) Revenue from operations
The Company derives revenues primarily from business Information Technology services comprising of software development
and related services, consulting and package implementation and from the licensing of software products offerings (“together
called as software related services”). The Company’s arrangements with customers for software related services are time-and-
material, fixed-price, fixed capacity / fixed monthly, transaction based or multiple element contracts involving supply of hardware
or software with other services. The Company classifies revenue from sale of it’s own licenses and revenue from contracts
where sale of hardware is a distinct performance obligation as Sale of products and the remaining software related services as
Sale of services.
Revenues from customer contracts are considered for recognition and measurement when the contract has been approved
by the parties to the contract, the parties to contract are committed to perform their respective obligations under the contract,
and the contract is legally enforceable. Revenue is recognized upon transfer of control of promised products or services to
customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products
or services. The Company presents revenues net of indirect taxes in its statement of Profit and loss.
In case of arrangement involving resale of third-party products or services, the Company evaluates whether the Company is
the principal (i.e. report revenues on a gross basis) or agent (i.e. report revenues on a net basis). In doing so, the Company first
evaluates whether the Company controls the good or service before it is transferred to the customer. If Company controls the
good or service before it is transferred to the customer, the Company is the principal; if not, the Company is the agent.
In case of multiple element contracts, at contract inception, the Company assesses its promise to transfer products or services
to a customer to identify separate performance obligations. The Company applies judgement to determine whether each
product or service promised to a customer is capable of being distinct, and are distinct in the context of the contract, if not, the
promised products or services are combined and accounted as a single performance obligation. The Company allocates the
arrangement consideration to separately identifiable performance obligation based on their relative stand-alone selling price or
residual method. Stand-alone selling prices are determined based on sale prices for the components when it is regularly sold
separately, in cases where the Company is unable to determine the stand-alone selling price the Company uses third-party prices
for similar deliverables or the Company uses expected cost-plus margin approach in estimating the stand-alone selling price.
Method of revenue recognition
Revenue on time and material contracts are recognized over time as the related services are performed.
Revenue from fixed price, fixed capacity and fixed monthly contracts, where the performance obligations are satisfied over time,
is recognized as per the percentage of completion method. The performance obligations are satisfied as and when the services

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

are rendered since the customer generally obtains control of the work as it progresses. Percentage of completion is determined
based on project costs incurred to date as a percentage of total estimated project costs required to complete the project. The
cost expended (or input) method has been used to measure progress towards completion as there is a direct relationship
between input and productivity. If the Company is not able to reasonably measure the progress of completion, revenue is
recognized only to the extent of costs incurred, for which recoverability is probable. When total cost estimates exceed revenues
in an arrangement, the estimated losses are recognized in the statement of income in the period in which such losses become
probable based on the current contract estimates as an onerous contract provision.
Revenue from transaction based contracts is recognized at the amount determined by multiplying transaction rate to actual
transactions taking place during a period.
Revenue from licenses where the customer obtains a “right to use” the licenses is recognized at the time the license is made
available to the customer. Revenue from licenses where the customer obtains a “right to access” is recognized over the access
period.
Contract balances
Revenues in excess of invoicing are treated as contract assets while invoicing in excess of revenues are treated as contract
liabilities. The Company classifies amounts due from customer as receivable or contract assets depending on whether the right
to consideration is unconditional. If only the passage of time is required before payment of the consideration is due, the amount
is classified as receivable. Otherwise, such amounts are classified as contract assets.
Contract costs
Incremental costs of obtaining a contract and costs incurred in fulfilling a contract with customer are recognised as contract
costs assets and amortized over the term of the contract on a systematic basis.
Others
Contract modifications are accounted for when additions, deletions or changes are approved either to the contract scope or
contract price. The accounting for modifications of contracts involves assessing whether the services added to an existing
contract are distinct and whether the pricing is at the standalone selling price. Services added that are not distinct are accounted
for on a cumulative catch-up basis. Services that are distinct are accounted for prospectively, either as a separate contract, if
the additional services are priced at the standalone selling price, or as a termination of the existing contract and creation of a
new contract if not priced at the standalone selling price.
The Company accounts for variable considerations like, volume discounts, rebates and pricing incentives to customers and
penalties as reduction of revenue on a systematic and rational basis over the period of the contract. The Company estimates
an amount of such variable consideration using expected value method or the single most likely amount in a range of possible
consideration depending on which method better predicts the amount of consideration to which the Company may be entitled
and when it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty
associated with the variable consideration is resolved.
The Company assesses the timing of the transfer of goods or services to the customer as compared to the timing of payments
to determine whether a significant financing component exists. As a practical expedient, the Company does not assess the
existence of a significant financing component when the difference between payment and transfer of deliverables is a year or
less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing
component is deemed to exist.
(c) Income Taxes
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary
differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Company and its subsidiaries (including branches) operate and generate taxable
income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid
to the tax authorities.

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax basis of
assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognized if
they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition
of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither
accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been
enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income
tax asset is realized or the deferred income tax liability is settled.
Deferred tax assets are recognized for all deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle
the liability simultaneously.
Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments
in subsidiaries and branches where the Company is able to control the timing of the reversal of the temporary differences and
it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of investments in
subsidiaries and branches where it is not probable that the differences will reverse in the foreseeable future and taxable profit
will not be available against which the temporary difference can be utilised.
Current tax and deferred tax are recognized in statement of profit or loss, except to the extent that it relates to items recognized
in Other Comprehensive Income or directly in equity. In this case, the tax is also recognized in Other Comprehensive Income
or directly in equity, respectively.
Minimum Alternate Tax (MAT) paid as per Indian Income Tax Act, 1961 is in the nature of unused tax credit which can be carried
forward and utilised when the Company will pay normal income tax during the specified year. Deferred tax assets on such tax
credit are recognised to the extent that it is probable that the unused tax credit can be utilised in the specified future year based
on the internal projections of the Management. The net amount of tax recoverable from the taxation authority is included as part
of the deferred tax assets in the financial statements.
(d) Leases
The Company as a lessee
The Company’s lease asset classes primarily consist of leases for land, buildings and vehicles. The Company assesses
whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract
conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of
an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of
the lease and (iii) the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease
liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term
leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an
operating expense on a straight-line basis over the term of the lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets
and lease liabilities includes these options when it is reasonably certain that they will be exercised. The right-of-use assets are
initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at
or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently
measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term
and useful life of the underlying asset.
The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the
incremental borrowing rates in the country of domicile of these leases. In addition, the carrying amount of lease liabilities is

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future
payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment
of an option to purchase the underlying asset. The lease liability is initially measured at amortized cost at the present value of
the future lease payments.
Lease liability and ROU asset have been separately presented in the statement of financial position and lease payments have
been classified as financing cash flows.
(e) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash in hand, deposits held at
call with financial institutions, other short-term highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdraft.
Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.
(f) Inventories
Inventories represent items of traded goods that are specific to execute composite contracts of software services and IT
infrastructure management services and also include finished goods which are interchangeable and not specific to any project.
Inventory is carried at the lower of cost or net realizable value. The net realizable value is determined with reference to selling
price of goods less the estimated cost necessary to make the sale. Cost of goods that are procured for specific projects is
assigned by specific identification of their individual costs. Cost of goods which are interchangeable and not specific to any
project is determined using weighted average cost formula.
(g) Investments and other financial assets
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity.
(i) Initial recognition and measurement
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value
through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
(ii) Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
 Debt instruments at amortised cost
 Debt instruments at fair value through other comprehensive income (FVTOCI)
 Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)
 Equity instruments measured at fair value through other comprehensive income (FVTOCI)”
(i) Debt instruments
Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and
the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its
debt instruments:
Amortized cost: A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows,
and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding.
This category is the most relevant to the entity. After initial measurement, such financial assets are subsequently
measured at amortized cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking
into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR

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amortisation is included in other income in the profit or loss. The losses arising from impairment are recognised in
the profit or loss. This category generally applies to trade and other receivables.
Fair value through other comprehensive income (FVOCI): A ‘debt instrument’ is classified as at the FVTOCI if both of the
following criteria are met:
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial
assets, and
b) The asset’s contractual cash flows represent SPPI.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair
value.
Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes
interest income, impairment losses & reversals and foreign exchange gain or loss in the P&L. On derecognition of the
asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to P&L. Interest earned whilst
holding FVTOCI debt instrument is reported as interest income using the EIR method.
Fair value through profit or loss: FVTPL is a residual category for debt instruments. Any debt instrument, which does not
meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL. In addition, the Company
may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL.
However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency,
however no such designation has been made. Debt instruments included within the FVTPL category are measured at fair
value with all changes recognized in the P&L.
(ii) Equity instruments
All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading
and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are
classified as at FVTPL. For all other equity instruments, the entity may make an irrevocable election to present in other
comprehensive income subsequent changes in the fair value. The entity makes such election on an instrument-by-
instrument basis. The classification is made on initial recognition and is irrevocable.
If the entity decides to classify an equity instrument as at FVTOCI, then all fair value changes on the
instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to
P&L, even on sale of investment. However, the entity may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.
(iii) Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a entity of similar financial assets) is
primarily derecognised (i.e. removed from the entity’s balance sheet) when:
 The rights to receive cash flows from the asset have expired, or
 The entity has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement and
either (a) the entity has transferred substantially all the risks and rewards of the asset, or (b) the entity has
neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control
of the asset.
When the entity has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has
neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control
of the asset, the entity continues to recognize the transferred asset to the extent of the entity’s continuing
involvement. In that case, the entity also recognizes an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects the rights and obligations that the entity has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the entity could be
required to repay.

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

(iv) Impairment of financial assets


In accordance with Ind AS 109, the entity applies expected credit loss (ECL) model for measurement and recognition
of impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortized cost e.g., loans, debt securities, deposits,
trade receivables and bank balance
b) Trade receivables, unbilled revenue/ contract assets or any contractual right to receive cash or another financial
asset that result from transactions that are within the scope of Ind AS 115.
c) Financial assets that are debt instruments and measured as at FVTOCI
The entity follows ‘simplified approach’ for recognition of impairment loss allowance on:
 Trade receivables or contract revenue receivables; and
The application of simplified approach does not require the entity to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
ECL is the difference between all contractual cash flows that are due to the entity in accordance with the contract
and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When
estimating the cash flows, an entity is required to consider:
 All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the
expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument
cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial
instrument.
As a practical expedient, the entity uses a provision matrix to determine impairment loss allowance on portfolio of
its trade receivables and contract assets. The provision matrix is based on its historically observed default rates
over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting
date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.
ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the
statement of profit and loss (P&L). This amount is reflected under the head ‘other expenses’ in the P&L. The balance
sheet presentation for contractual revenue receivables is presented as an allowance, i.e., as an integral part of the
measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset
meets write-off criteria, the entity does not reduce impairment allowance from the gross carrying amount.
(h) Financial liabilities
(i) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans
and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables plus
directly attributable transaction costs. The Company’s financial liabilities include trade and other payables, loans and
borrowings and derivative financial instruments.
(ii) Subsequent measurement
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at
the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL,
fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not
subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All
other changes in fair value of such liability are recognised in the statement of profit or loss. The Company has not
designated any financial liability as at fair value through profit and loss.

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

Loans and borrowings


This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or
loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
This category generally applies to borrowings.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition
of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in the statement of profit or loss.
(i) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal
course of business and in the event of default, insolvency or bankruptcy of the Company or the counter party.
(j) Other Income
Interest income
Interest income is recognized using effective interest rate method taking into account the amount outstanding and the rate of
Interest applicable (refer policy to investment and other financial assets).
Dividends
Dividends are recognized in profit or loss only when the right to receive payment is established, it is probable that the economic
benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.
(k) Derivatives and hedging activities
The Company uses derivative financial instruments viz. forward currency contracts to hedge its exposure to foreign currency
risk in forecast transactions and firm commitments. Such derivative financial instruments are initially recognised at fair value on
the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried
as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective
portion of cash flow hedges, which is recognised in OCI and later reclassified to profit or loss.
Cash flow hedges
For the purpose of hedge accounting, cash flow hedges are designated when hedging the exposure to variability in cash
flows that is either attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast
transaction or the foreign currency risk in an unrecognised firm commitment. At the inception of a hedge relationship, the
Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting
and the risk management objective and strategy for undertaking the hedge. The documentation includes the Company’s risk
management objective and strategy for undertaking hedge, the hedging/ economic relationship, the hedged item or transaction,
the nature of the risk being hedged, hedge ratio and how the entity will assess the effectiveness of changes in the hedging
instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the
hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and
are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting
periods for which they were designated.
The Company uses forward currency contracts as hedges of its exposure to foreign currency risk in forecast transactions and
firm commitments.

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

The effective portion of the gain or loss on the hedging instrument is recognised in OCI and accumulated in the cash flow hedge
reserve, while any ineffective portion is recognised immediately in the statement of profit and loss.
Amounts recognised as OCI are transferred to profit or loss when the hedged transaction affects profit or loss, such as when
the forecast sale occurs.
When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting,
any cumulative deferred gain or loss remains in equity until the forecast transaction occurs. When the forecast transaction is no
longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately
reclassified to statement of profit and loss.
(l) Property, plant and equipment
Freehold land is carried at historical cost less impairment losses, if any. All other items of property, plant and equipment are
stated at historical cost less accumulated depreciation less impairment losses, if any. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be
measured reliably. Such cost also includes the cost of replacing part of the plant and equipment if the recognition criteria are
met. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them
separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the
carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. The carrying amount of any
component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged
to profit or loss during the reporting period in which they are incurred.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or
loss within other income/expenses as applicable.
The cost of assets not ready for used before balance sheet date are disclosed under capital work in progress. Capital work in
progress is stated at cost, net of accumulated impairment loss, if any.
Depreciation methods, estimated useful lives and residual value
Depreciation is provided on a pro-rata basis on the straight-line method over the estimated useful lives of the assets. The
estimates of useful lives of the assets are as follows:

Asset Useful life


Buildings 60 years
Plant and Machinery:
Computers and peripherals 2-5 years
Office Equipment 5 years
Other assets 3-15 years
Furniture and Fixtures 4-10 years
Leasehold improvements 3 years or lease period whichever is lower
Vehicles 8 years
The asset’s residual values and useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.

(m) Intangible assets
(i) Computer software
Costs associated with maintaining software programs are recognized as an expense as incurred. Development costs that
are directly attributable to the design and testing of identifiable and unique software products controlled by the Company
are recognized as intangible assets when the following criteria are met:
- It is technically feasible to complete the software so that it will be available for use
- Management intends to complete the software and use or sell it

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

- There is an ability to use or sell the software


- It can be demonstrated how the software will generate probable future economic benefits
- Adequate technical, financial and other resources to complete the development and to use or sell the software are
available, and
- The expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalized as part of the software include employee costs and an appropriate portion
of relevant overheads.
During the period of development, the asset is tested for impairment annually. Capitalized development costs are recorded
as intangible assets and amortized from the point at which the asset is available for use.
The external computer software acquired separately are measured on initial recognition at cost. After initial recognition/
capitalisation, all software are carried at cost less accumulated amortization and impairment losses, if any.
(ii) Research and development
Research expenditure and development expenditure that do not meet the criteria in (iii) above are recognized as an
expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a
subsequent period.
(iii) Amortization methods and periods
The Company amortizes intangible assets with a finite useful life using the straight-line method over the following
periods:
Computer software - external 3 years
Project specific software are amortized over the project duration. The asset’s residual values and useful life are reviewed,
and adjusted if appropriate, at the end of each reporting period.
(iv) Impairment of non-financial assets
Goodwill that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or
more frequently if events or changes in circumstances indicate that they might be impaired. For other non financial
assets, including property, plant and equipment, ROU assets and intangible assets having finite useful lives, the Company
assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists,
or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. The
recoverable amount is higher of an asset’s fair value less cost of disposal or value in use. The recoverable amount is
determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those
from other assets or Companys of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount,
the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining
fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be
identified, an appropriate valuation model is used.
The Company bases its impairment calculation on most recent budgets and forecast calculations, which are prepared
separately for each of the Company’s CGUs to which the individual assets are allocated. These budgets and forecast
calculations generally cover a period of five years. A long-term growth rate is calculated and applied to project future cash
flows after the fifth year.
An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Impairment losses are recognised in the statement of profit or loss under the head depreciation and amortisation
expense.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication
that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company
estimates the asset’s or CGU’s recoverable amount.

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

(n) Borrowing Costs


General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalized during the period of time, that is required to complete and prepare the asset for its intended use or sale.
Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. The
Company has not capitalised any material borrowing costs.
Other borrowing costs are expensed in the period in which they are incurred.
(o) Provisions and contingent liabilities
Provisions for legal claims and service warranties are recognized when the Company has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and
the amount can be reliably estimated. Provisions are not recognized for future operating losses. The expense relating to
a provision is presented in the statement of profit and loss net of any reimbursement (recognised only if realisation is
virtually certain). If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.
Provision for onerous contracts are recognized when the expected benefits to be derived by the Company from a contract
are lower than the unavoidable cost of meeting the future obligations under the contract. The provision is measured at
present value of the lower of the expected cost of termination the contract and the expected net cost of continuing with the
contract. Before a provision is established, the Company recognizes any impairment loss on the assets associated with
the contract to the statement of profit and loss.
Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present
obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying
economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient
reliability. Contingent liabilities are not recognised; however, their existence is disclosed in the financial statements.
(p) Employee benefit obligations
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service are recognized in respect of employees’
services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities
are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
(ii) Other long-term employee benefit obligations
The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the
period in which the employees render the related service. They are therefore measured as the present value of expected
future payments to be made in respect of services provided by employees up to the end of the reporting period using
the projected unit credit method. The benefits are discounted using the appropriate market yields on government bonds
at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements
comprising of as a result of experience adjustments and changes in actuarial assumptions are recognised immediately in
the statement of profit and loss in the period in which they occur.
(iii) Post - employment obligations
Defined benefit plans:
Provident Fund
Employees Provident Fund contributions are made to a Trust administered by the Company. The Company’s liability is
actuarially determined (using the Projected Unit Credit method) at the end of the year. The contributions made to the trust
are recognised as plan assets. The defined benefit obligation recognised in the balance sheet represents the present
value of the defined benefit obligation as reduced by the fair value of plan assets. If the interest earnings and cumulative
surplus of Trust are less than the present value of the defined benefit obligation the interest shortfall is provided for as
additional liability of employer and charged to the statement of profit and loss.

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

Gratuity
Gratuity is a post employment defined benefit plan. The liability recognized in the Balance Sheet in respect of gratuity is
the present value of the defined benefit obligation at the Balance Sheet date less fair value of plan assets. The Company’s
liability is actuarially determined (using the projected unit credit method) at the end of each year. Remeasurement gains
and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in
which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of
changes in equity and in the balance sheet.
Past service costs are recognised in profit or loss on the earlier of:
 The date of the plan amendment or curtailment, and
 The date that the Company recognises related restructuring costs.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises
the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:
 Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-
routine settlements; and
 Net interest expense or income.
Defined contribution plan:
Superannuation
The Company makes defined contribution to a Trust established for this purpose. The Company has no further obligation
beyond its monthly contributions. The Company’s contribution towards Superannuation Fund is charged to Statement of
Profit and Loss on accrual basis.
Overseas Employees
In respect of employees of the overseas branches where ever applicable , the Company makes defined contributions on
a monthly basis towards the retirement saving plan which are charged to the Statement of Profit and Loss on accrual
basis.
(iv) Share-based payments
Share-based compensation benefits are provided to employees via the Coforge Employee Stock Option Plan 2005
Equity settled employee stock options
The fair value of options granted under Employee Stock Option Plan is recognized as an employee benefits expense with
a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the
options granted:
- including any market performance conditions
- excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth
targets and remaining an employee of the entity over a specified time period), and
- including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares
for a specific period of time)
The total expense is recognized over the vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that
are expected to vest based on the non-market vesting and service conditions. It recognizes the impact of the revision to
original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
(q) Dividends

Dividend to shareholders is recognised as a liability and deducted from equity, in the year / period in which the dividends are
approved by the shareholders.

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

(r) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing:

- The profit attributable to owners of the Company

- By weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in
equity shares issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account.

- The after income tax effect of interest and other financing costs associated with dilutive potential equity shares
and

- The weighted average number of additional equity shares that would have been outstanding assuming the conversion
of all dilutive potential equity shares.

(s) Non-current assets held for sale

The Company classifies non-current assets and disposal Companys as held for sale if their carrying amounts will be recovered
principally through a sale transaction rather than through continuing use. Non-current assets and disposal Companys classified
as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the
incremental costs directly attributable to the disposal of an asset (disposal Company), excluding finance costs and income tax
expense.

The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or
disposal Company is available for immediate sale in its present condition. Actions required to complete the sale should
indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn.
Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the
date of the classification.

Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale.

Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial
position.

(t) Fair value measurements

The Company measures financial instruments, such as investment in mutual funds and derivatives, at fair value at each
balance sheet date. The Company also measures assets and liabilities acquired in business combination at fair value. Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the
asset or transfer the liability takes place either -

 - in the principal market for the asset or liability, or

 - in the absence of a principal market, in the most advantageous market for the asset or liability

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a
whole:

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

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
At each reporting date, management analyses the movements in the values of assets and liabilities which are required to
be remeasured or re-assessed as per the Company’s accounting policies. For this analysis, management regularly reviews
significant unobservable inputs applied in the valuation by agreeing the information in the valuation computation to contracts
and other relevant documents.
(u) Current versus non-current classification
The Company presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle
- Held primarily for the purpose of trading
- Expected to be realised within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after
the reporting period
All other assets are classified as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle
- It is held primarily for the purpose of trading
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash
equivalents. The Company has identified twelve months as its operating cycle.
(v) Rounding of amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest millions, unless otherwise
stated.

2 Recent Accounting Pronouncements

New and amended standards adopted by the Company

The Ministry of Corporate Affairs had vide notification dated 23 March 2022 notified Companies (Indian Accounting Standards)
Amendment Rules, 2022 which amended certain accounting standards, and are effective 1 April 2022. These amendments did
not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future
periods.

New amendments issued but not effective

Ministry of Corporate Affairs(“MCA”)notifies new standards or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. On March 31, 2023,MCA amended the Companies (Indian Accounting
Standards) Amendment Rules, 2023, as below:

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Ind AS 1 - Presentation of Financial Statements - This amendment requires the entities to disclose their material accounting
policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods
beginning on or after April 1, 2023. The Company has evaluated the accounting policy information disclosures to ensure
consistency with the amended requirements and concluded that no change is required.

Ind AS 8 - Accounting Policies, Change in Accounting Estimates and Errors - This amendment has introduced a definition
of ‘accounting estimates’ and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from
changes in accounting estimates.The effective date for adoption of this amendment is annual periods begining on or after April
1, 2023. The Company has evaluated the accounting policy information disclosures to ensure consistency with the amended
requirements and concluded that no change is required.

Ind AS 12 - Income Taxes - This amendment has narrowed the scope of the initial recognition exemption so that it does
not apply to transactions that give rise to equal and offsetting temporary differences. The effective date for adoption of this
amendment is annual periods beginning on or after April 1, 2023. The Company has evaluated the accounting policy information
disclosures to ensure consistency with the amended requirements and concluded that no change is required.

143
Notes to the Standalone Financial Statements.
(All amounts in Rs Mn unless otherwise stated)

3 Property, plant and equipment


Buildings Plant and Plant and Plant and Furniture Lease Hold Vehicles* Total Capital
Machinery Machinery Machinery and Improvements work in
Year ended 31 March 2022
-Computers and -Office - Others Fixtures progress
Peripherals Equipment
Gross carrying amount
Opening gross carrying amount as on 01 April 2021 2,375 1,573 160 1,181 555 22 378 6,244 2
Additions 1 498 6 8 2 1 107 623 104
Disposals - 108 9 2 - - 88 207 -
Transfers - - - - - - - - (20)
Closing gross carrying amount 2,376 1,963 157 1,187 557 23 397 6,660 86
ANNUAL REPORT 2022-23

Accumulated depreciation
Opening accumulated depreciation 233 1,229 144 753 385 18 122 2,884 -
Depreciation charge during the year 41 278 8 77 45 4 48 501 -
Disposals - 108 9 1 - - 41 159 -
Transfers - - - - - - - - -
Closing accumulated depreciation 274 1,399 143 829 430 22 129 3,226 -

Net carrying amount 2,102 564 14 358 127 1 268 3,434 86

Buildings Plant and Plant and Plant and Furniture Lease Hold Vehicles* Total Capital
Machinery Machinery Machinery and Improvements work in

144
Year ended 31 March 2023
-Computers and -Office - Others Fixtures progress
Peripherals Equipment
Gross carrying amount
Opening gross carrying amount as on 01 April 2022 2,376 1,963 157 1,187 557 23 397 6,660 86
Additions 44 227 3 49 29 1 250 603 111
Disposals - 427 1 468 6 - 90 992 -
Transfers - - - - - - - - (180)
Closing gross carrying amount 2,420 1,763 159 768 580 24 557 6,271 17
Accumulated depreciation
Opening accumulated depreciation 274 1,399 143 829 430 22 129 3,226 -
Depreciation charge during the year 41 328 7 67 35 1 57 536 -
Disposals - 426 1 467 4 - 44 942 -
Transfers - - - - - - - - -
Closing accumulated depreciation 315 1,301 149 429 461 23 142 2,820 -

Net carrying amount 2,105 462 10 339 119 1 415 3,451 17

CWIP ageing schedule

Outstanding for following periods from due date of payment


CWIP ageing (Projects in progress)
Less than 1 year 1 -2 years 2-3 years More than 3 years Total
31-Mar-23 17 - - - 17
31-Mar-22 86 - - - 86
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ANNUAL REPORT 2022-23
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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

4 Intangible assets

Particulars Other Intangible Assets Goodwill


Software - External
Year ended 31 March 2022
Opening gross carrying amount 876 21
Additions 313 -
Disposals 751 -
Transfers
Closing gross carrying amount 438 21

Accumulated amortization and impairment


Opening accumulated amortization 844 -
Amortization charge for the year 286 -
Disposals 750 -
Closing accumulated amortization 380 -

Closing net carrying amount 58 21

Year ended 31 March 2023


Opening gross carrying amount 438 21
Additions 458 -
Disposals 620 -
Closing gross carrying amount 276 21

Accumulated amortization and impairment


Opening accumulated amortization 380 -
Amortization charge for the year 469 -
Disposals 620 -
Closing accumulated amortization 229 -

Closing net carrying amount 47 21

The disposal in acquired software represents write offs of certain software having gross carrying amount of Rs. 620 Mn (31 March
2022: Rs. 751 Mn), accumulated amortisation of Rs. 620 Mn (31 March 2022: Rs. 750 Mn) and net carrying amount of Nil (31 March
2022: 1 Mn).

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

Particulars As at As at
31 March 2023 31 March 2022
5 Financial Assets
5(i) Non-current investments
Investments in equity instruments (fully paid)
Investment in Subsidiary Companies (unquoted):
2,837,887 (31 March 2022: 2,837,887) Shares having no par value in 156 156
Coforge Inc. USA
16,614,375 (31 March 2022: 16,614,375) Shares of 1 Singapore $ each 703 703
fully paid-up in Coforge Pte Ltd., Singapore
3,276,427 (31 March 2022: 3,276,427) Shares of 1 UK Pound each fully 204 204
paid-up in Coforge UK Ltd., UK
537,900 (31 March 2022: 537,900) Equity Shares of Euro 1 each fully 185 185
paid-up in Coforge GmbH, Germany
50,000,000 (31 March 2022: 50,000,000) Equity Shares of Rs 10/- each 500 500
fully paid-up in Coforge SmartServe Limited
1,000,000 (31 March 2022: 1,000,000) Equity Shares of Euro 1 each fully 224 224
paid-up in Coforge Airline Technology GmbH, Germany
5,000 (31 March 2022: 5,000) Ordinary Shares of 1000 AED each fully 63 63
paid in Coforge FZ LLC, Dubai
5,000,000 (31 March 2022: 5,000,000) Equity Shares of Rs. 10 each in 25 25
Coforge Services Limited
4,047,631 (31 March 2022: 4,047,631) Equity Shares of Rs. 2 each in 4,701 4,701
Coforge DPA Private Limited
Nil (31 March 2022: Nil ) Shares of Peso 100 each in NIIT Technologies - -
Philippines Inc (Impaired and under liquidation)
2,13,779 (31 March 2022: 2,13,779) Equity Shares of Rs. 10 each in 2,392 2,392
Coforge SF Private Limited (erstwhile Whishworks IT Consulting Private
Limited)
541,895 (31 March 2022: 541,895) Equity Shares of Rs. 10 each in 9,183 9,183
Coforge Business Process Solutions Private Limited (Formerly known as
SLK Global Solutions Private Limited)
Total equity instruments 18,336 18,336

Total non- current investments 18,336 18,336


Aggregate amount of unquoted investments 18,336 18,336
Aggregate amount of impairment in value of investment - -

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

As at 31 March 2023 As at 31 March 2022


5 (ii) Other Financial Assets
Current Non- Current Current Non- Current
(i) Derivatives
Foreign exchange forward contracts 30 - 128 -
(ii) Others
Security deposits
Considered good 46 80 49 46
Considered doubtful - 2 - 2
46 82 49 48
Less : Provision for doubtful security deposits - 2 - 2
Net security deposits 46 80 49 46

Long term deposits with bank with maturity period more - 93 - 71


than 12 months [Refer Note (a) below]
Interest accrued on above deposits - 2 - 5
Others [Refer note 22] - - 343 -
Finance lease recoverable 12 6 12 18
Total other financial assets 88 181 532 140

(a) Held as margin money by bank against bank guarantees.

5(iii) Trade Receivables

Trade receivables 3,003 467 2,386 332


Receivables from related parties [Refer note 29] 5,386 - 2,369 -
Less: Allowance for doubtful debt (553) - (509) -
Total receivables 7,836 467 4,246 332

Break-up of security details


Trade Receivables considered good - Secured - - - -
Trade Receivables considered good - Unsecured 7,836 467 4,246 332
Trade Receivables which have significant increase in - - - -
Credit Risk
Trade Receivables - credit impaired 553 - 509 -
Total 8,389 467 4,755 332
Allowance for doubtful debts (553) - (509) -
Total trade receivables 7,836 467 4,246 332

Trade receivables includes amounts yet to be billed to


541 467 696 332
customers and dependent only on passage of time (unbilled)

Trade Receivables (Billed) ageing schedule - Outstanding for following periods from due date of payment
Year ended 31 March 2023

Particulars Not yet Less than 6 months - 1-2 2-3 More than Total
due 6 months 1 year years years 3 years
(i) Undisputed Trade receivables – considered good 5,261 1,577 99 62 98 61 7,158
(ii) Undisputed Trade Receivables – credit impaired - 10 34 12 9 350 416
(iii) Disputed Trade Receivables– considered good - - - - 76 61 137
(iv) Disputed Trade Receivables – credit impaired - - - - 76 61 137

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

Year ended 31 March 2022


Particulars Not yet Less than 6 months - 1-2 2-3 More than Total
due 6 months 1 year years years 3 years
(i) Undisputed Trade receivables – considered good 2,665 608 77 59 4 - 3,413
(ii) Undisputed Trade Receivables – credit impaired - 1 11 9 14 337 372
(iii) Disputed Trade Receivables– considered good - - - 48 89 - 137
(iv) Disputed Trade Receivables – credit impaired - - - 48 89 - 137

As at 31 March 2023, the Company has outstanding trade receivables of Rs 1,131 Mn (31 March 2022 Rs. 1,102 Mn) relating
to Government customers in India [net of provision of Rs. 527 Mn (Previous year Rs. 508 Mn)]. The appropriateness of the
allowance for doubtful trade receivables is subjective due to the high degree of significant judgment applied by management in
determining the impairment provision. Above trade receivables pertain to contract with customers as defined under Ind AS 115
on Revenue from contract with customers.
During the previous year, one of the Indian government customers of the Company with whom the contract was executer during
2014, has deducted certain amounts. The Company, basis it’s assessment and legal advice, considers such deductions to be
arbitrary and has disputed the same and is confident of resolving it favorably.
No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other
person. No any trade or other receivable are due from firms or private companies respectively in which any director is a partner,
a director or a member. Refer note 29.

As at 31 March 2023 As at 31 March 2022


5(iv) Cash and cash equivalents
Balances with Banks
- in Current Accounts 962 603
- in EEFC account 410 1
Total Cash and cash equivalents 1,372 604
Reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the statement of cash flows:

Cash Flow during the year


As at Finance As at 31
Particulars 1 April charges Others March
Net cash
2022 Proceeds Payment accrued 2023
flows
Long term borrowings (including Current 3,367 - (2) (2) 17 - 3,382
Maturities of long term debt)
Dividend Payable (including Corporate 20 - (3,534) (3,534) - 3,537 23
Dividend Tax ) (Refer note 1 below)
Interest on borrowings 287 - (548) (548) 527 30 296
Lease liability (Refer note 32) 162 - (94) (94) 29 471 568
3,836 - (4,178) (4,178) 573 4,038 4,269

Cash Flow during the year


As at Finance As at 31
Particulars 1 April charges Others March
Net cash
2021 Proceeds Payment accrued 2022
flows
Long term borrowings (including Current 10 3,400 (50) 3,350 16 (9) 3,367
Maturities of long term debt)
Dividend Payable (including Corporate 17 - (3,152) (3,152) - 3,155 20
Dividend Tax ) (Refer note 1 below)
Interest on borrowings - - (162) (162) 440 9 287
Lease liability (Refer note 32) 152 - (68) (68) 12 66 162
179 3,400 (3,432) (32) 468 3,221 3,836

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Note 1: Others include interim dividend accrued during the year.

As at 31 March As at 31 March
2023 2022
5(v) Other bank balances
Unpaid dividend account 23 20
Total Bank Balances other than 5 (v) above 23 20

6 Deferred tax assets 3,057 2,330


Deferred tax assets
The balance comprise temporary differences attributable to:
Provisions 246 247
Employee benefit obligations 290 239
Unexercised options 187 194
Minimum alternate tax credit entitlement 2,495 1,797
Gross deferred tax assets (A) 3,218 2,477

Tax impact of difference between carrying amount of fixed assets in the (152) (107)
financial statements and as per the income tax calculation
Impact due to provisions and others - 5
Derivatives 54 (29)
Others (63) (16)
Gross deferred tax liabilities (B) (161) (147)
Net deferred tax assets (A-B) 3,057 2,330
Movement in Deferred Tax Assets

Property, Derivatives Employee Provisions Minimum Other Total


plant and benefits Alternate items
equipment Tax Credit
Entitlement
At 31 March 2021 (110) (31) 238 239 894 (3) 1,227
(charged)/credited:
- to profit or loss 3 - (19) 8 - (7) (15)
- MAT movement charged to current tax - - - - 903 - 903
expenses
- retained earnings - - 194 - - - 194
- to profit or loss - exchange gain / (loss) - - 10 - - - 10
- to other comprehensive income - 2 9 - - - 11
At 31 March 2022 (107) (29) 432 247 1,797 (10) 2,330
(charged)/credited:
- to profit or loss (44) - 37 (1) - (53) (61)
- MAT movement charged to current tax - - (6) - - - (6)
expenses
- retained earnings - 698 - 698
- to profit or loss - exchange gain / (loss) (1) - 5 - - - 4
- to other comprehensive income - 83 9 - - - 92
At 31 March 2023 (152) 54 477 246 2,495 (63) 3,057

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

As at 31 March 2023 As at 31 March 2022


7 Other assets
Current Non- Current Current Non- Current
Capital Advances - 4 - 4
Prepayments 508 147 403 168
Contract cost (Refer Note (a) below) 329 591 186 465
Value added tax recoverable 7 - 30 -
Goods and Services Tax (GST) - input credit 72 - 247 -
Other advances 96 20 54 32
Total other current assets 1,012 762 920 669
(a) Contract costs include Rs. 59 Mn (31 March 2022: Rs 70 Mn) as incremental cost of obtaining a contract and Rs. 861 (31
March 2022: Rs 581 Mn) Mn as cost incurred for fulfilling a contract with customers.
Other production expense, under other expenses include amortisation of contract costs amounting to Rs. 128 Mn (31 March
2022: Rs 91 Mn) . There is no impairment loss recognised during the current or previous year.

8 Contract Assets
Contract assets 60 - 45 -
Less: Allowance for doubtful contract assets 28 - 28 -
Net contract assets 32 - 17 -

9 Income tax assets (net of provisions)


Advance Income Tax - 8,957 - 7,314
Less: Provision for income tax - 7,879 - 6,565
Less: Tax expense for the year - 839 - 513
Total income tax assets - 239 - 236
10 Equity share capital and other equity
(a) Equity share capital
Authorized equity share capital

Number of shares Amount


As at 31 March 2021 77,000,000 770
Increase during the year - -
As at 31 March 2022 77,000,000 770
Increase during the period - -
As at 31 March 2023 77,000,000 770
(i) Equity shares issued subscribed and fully paid up

Number of shares Amount


As at 01 April 2021 60,592,349 606
Issue of Shares 320,803 3
As at 31 March 2022 60,913,152 609
Issue of Shares 173,928 2
As at 31 March 2023 61,087,080 611

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Terms and rights attached to equity shares


The Company has one class of equity shares having a par value of Rs.10 per share. Every holder of equity shares present at a
meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend proposed
by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of
interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, in proportion to their shareholding.
Shares reserved for issue under options
Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the
financial year and options outstanding at the end of the reporting period, is set out in note 33.
Details of shareholders holding more than 5% shares in the company

Name of Shareholder Equity Shares of Rs. 10 each fully paid


31 March 2023 31 March 2022
No. of Shares held % of Holding No. of Shares held % of Holding
Hulst B.V. 18,421,260 30.16% 24,421,260 40.09%
AXIS Mutual Fund Trustee Limited 3,511,443 5.75% 3,977,821 6.53%
Life Insurance Corporation of India 3,586,675 5.87% 2,064,530 3.39%
Details of shares held by Promoters*
As at 31 March 2023

Promoter’s Name No. of shares at the Change during No. of shares at the % change
beginning of the year the year end of the year during the year
Hulst B.V. 24,421,260 (6,000,000) 18,421,260 -24.57%
As at 31 March 2022

Promoter’s Name No. of shares at the Change during No. of shares at the % change
beginning of the year the year end of the year during the year
Hulst B.V. 38,771,260 (14,350,000) 24,421,260 -37.01%
*As Defined under Companies Act, 2013

As at 31 March 2023 As at 31 March 2022


11 Other equity
Capital redemption reserve 36 36
Capital reserve 6 6
Securities premium 635 384
Share options outstanding 884 575
General reserve 1,623 1,623
Retained earnings 22,531 18,740
Cash flow hedging reserve (173) 88
Total other equity 25,542 21,452

(i) Capital Redemption Reserve

Opening balance 36 36
Increase/ decrease during the year - -
Closing Balance 36 36

(ii) Capital Reserve

Opening Balance 6 6
Increase/ decrease during the year - -
Closing Balance 6 6

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

As at 31 March 2023 As at 31 March 2022


(iii) Securities Premium

Opening Balance 384 39


Add: Transferred from employee stock option 235 297
Add: Premium on shares issued for exercised 16 48
options
Closing balance 635 384

(iv) Employee stock option

Options granted till date 575 523


Less: Transferred to securities premium (235) (297)
Add: Impact of fair valuation on employee stock 544 349
options
Closing balance 884 575

(v) General reserve

Opening balance 1,623 1,623


Increase/ decrease during the year - -
Closing balance 1,623 1,623

(vi) Retained earnings


Opening balance 18,740 15,133
Net profit for the period 7,325 6,445
Items of other comprehensive income recognized
directly in retained earnings
Add / (Less): Remeasurement gains on defined (30) (17)
benefit plans
Add: Tax benefit on share based payment 33 334
Less: Appropriations
Dividends paid (3,537) (3,155)
Closing balance 22,531 18,740
General reserve
The General Reserve is as per the requirements of Companies Act, 2013 in respect of companies incorporated in India.
General reserve, if any, of overseas subsidiaries are included as part of the retained earnings.
Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the
provisions of the Companies Act 2013.
Employee stock option
The share options outstanding account is used to recognize the grant date fair value of options issued to employees under
Coforge Employee Stock Option Plan 2005 (erstwhile NIIT Technologies Employee Stock Option Plan 2005).
Capital Reserve
The Company recognizes profit or loss on purchase, sale, issue or cancellation of the Company’s own equity instruments to
capital reserve.

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

(vii) Other Reserves


Cash Flow Hedging Reserve
As at 1 April 2021 85
Change in fair value of hedging instruments 1
Deferred tax 2
As at 31 March 2022 88
Change in fair value of hedging instruments (344)
Deferred tax 83
As at 31 March 2023 (173)

Nature and purpose of other reserves


Cash flow hedging reserve
The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable
forecasted transactions, i.e., revenue, as described within Note 25. For hedging foreign currency risk, the Company uses
Foreign Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges are effective;
the change in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount recognized in the
Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss, under Revenue.

As at 31 March 2023 As at 31 March 2022


12 Financial liabilities
(a) Non Current Financial liabilities
(i) Borrowings
Unsecured Loan
Bonds
Listed, Rated, Redeemable, Non-Convertible 3,382 3,365
Bonds [Refer note (a) below]
Total non current borrowings 3,382 3,365

Current financial liabilities


Short term borrowings
Current maturities of term loan
From Financial Institutions - 2
Total current borrowings - 2

(a) Listed, Rated, Redeemable, Non-Convertible Bonds are unsecured and have maturity of five years from the deemed date
of allotment i.e April 26, 2021. Interest reset will occur on the dates falling three years and four years from the Deemed Date of
Allotment. The Company may redeem the whole or any part of the Bonds on the first Interest Reset Date i.e. April 26, 2024 or
anytime thereafter.
The effective interest rate of NCB for first three years is as follows:
If the Security Trigger occurs on a date falling on or prior to the date falling three years from the Deemed Date of Allotment-
7.49% - 8.39%.
In other case if the security trigger does not occur- 8.39% - 9.34%.

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

As at 31 March 2023 As at 31 March 2022

Current Non- Current Current Non- Current


(ii) Lease liability
Lease Liability (Refer note 32) 94 474 75 87
94 474 75 87

(iii) Trade Payables


total outstanding dues of micro enterprises and small 282 - 142 -
enterprises
total outstanding dues of creditors other than micro 2,737 102 2,547 127
enterprises and small enterprises
Trade payables to related parties (Refer note 29) 323 - 1,143 -
Total Trade Payables 3,342 102 3,832 127
There are no overdue amount payable to micro enterprises and small enterprises as at March 31, 2023 and March 31, 2022 .
This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis of information available with the Group.

Trade Payables aging schedule (Billed) - Outstanding for following periods from due date of payment
As at 31 March 2023

Particulars Not Due Less than 1 year 1 -2 years 2-3 years More than 3 years Total
(i) MSME 282 - - - - 282
(ii) Others 867 1,548 9 5 12 2,441
As at 31 March 2022

Particulars Not Due Less than 1 year 1 -2 years 2-3 years More than 3 years Total
(i) MSME - 142 - - - 142
(ii) Others 815 2,295 4 - 9 3,123

Current Non- Current Current Non- Current


(iv) Other Financial Liabilities
Capital creditors 409 - 98 -
Interest accrued but not Due 296 - 287 -
Employee benefits payable 1,510 - 1,032 -
Unclaimed dividend 23 - 20 -
Others - 112 - -
(i) Derivatives
Foreign exchange forward contracts 258 - 14 -
Total other current financial liabilities 2,496 112 1,451 -
13 Employee benefit obligations

As at 31 March 2023 As at 31 March 2022


Current Non Current Total Current Non Current Total
Leave obligations (i) 74 330 404 41 273 314
Gratuity (ii) 15 527 542 - 342 342
89 857 946 41 615 656

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

(i) Leave Obligations

Compensated absences which are expected to occur within twelve months after the end of the period in which the employee
renders the related services are recognised as undiscounted liability at the balance sheet date.

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee
renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit
obligation at the balance sheet date.

As at 31 March 2023 As at 31 March 2022

Current leave obligations expected to be settled within next 12 months 74 41

(ii) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in
continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the
employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years
of completed service.

The gratuity plan is a funded plan and the Company makes contributions to recognized funds in India.

a) Balance sheet amounts - Gratuity

The amounts recognized in the balance sheet and the movements in the net defined benefit obligation over the year are as
follows:

Present Value Fair Value of Plan Net Amount


of Obligation Assets
1 April 2021 421 (193) 228
Current Service Cost 77 - 77
Interest expense/ (income) 28 (14) 14
Total amount recognized in statement of profit or loss 105 (14) 91
Remeasurements
Acturial changes arising from changes in financial assumptions (16) - (16)
Experience adjustments 40 3 42
Total amount recognized in other comprehensive income 24 3 27
Employer's Contributions - (4) (4)
Benefit paid (84) 84 -
31 March 2022 466 (124) 342

Present Value Fair Value of Plan Net Amount


of Obligation Assets
1 April 2022 466 (124) 342
Current Service Cost 146 - 146
Interest expense/ (income) 33 (9) 24
Total amount recognized in statement of profit or loss 179 (9) 170
Remeasurements
Acturial changes arising from changes in financial assumptions (79) - (79)
Experience adjustments 120 (1) 119
Total amount recognized in other comprehensive income 41 (1) 40
Employer's Contributions - (10) (10)
Benefit paid (84) 84 -
31 March 2023 602 (61) 542

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)
The net liability disclosed above relates to funded and unfunded plans as follows:

As at 31 March As at 31 March
2023 2022
Present value of defined benefit obligations 602 466
Fair value of plan assets (61) (124)
Net defined benefit obligations 542 342
(b) Significant estimates: actuarial assumptions and sensitivity

The significant actuarial assumptions were as follows:

As at 31 March As at 31 March
2023 2022
Discount rate 7.41% p.a 7.21% p.a
Future Salary increase 0% for next 2 years 7% for next 3 years
and 5% thereafter and 5% thereafter
Life expectancy 7.88 years 11.54 Years
Rate of return on plan assets 7.41% p.a 7.21% p.a
(c) Sensitivity analysis

The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:

Change in assumptions

31 March 2023 31 March 2022 31 March 2023 31 March 2022 31 March 2023 31 March 2022

Discount rate 50 Basis Points 50 Basis Points (18) (22) 19 23

Salary growth rate 50 Basis Points 50 Basis Points 21 23 (20) (22)

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity
analyses are based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analyses
may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions
would occur in isolation from one another.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior
period.

(d) The major categories of plan assets are as follows:

31 March 2023 31 March 2022


Quoted Total in % Quoted Total in %
Insurance Company Products 61 61 100% 129 129 100%

The following payments are expected contributions to the defined benefit plan in future years:

Less than a year Between Between Over Total


1 - 2 years 2 - 5 years 5 years
31 March 2023 72 66 361 1,115 1,613
31 March 2022 37 25 151 632 844

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

(iii) Defined benefit liability and employer contributions


The Company monitors the funding levels on an annual basis and the current agreed contribution rate is 12% of the basic
salaries in India.
(iv) Defined contribution plans
The Company makes contribution towards Superannuation Fund, Pension Fund, Employee State Insurance Fund and Overseas
Plans (related to the branches in the United States of America, Ireland, Belgium and Switzerland), being defined contribution
plans for eligible employees. The Company has charged the following amount in the Statement of Profit and Loss:
The expense recognized during the year towards defined contribution plan is as follows:

Amount recognized in the Statement of Profit and Loss As at 31 March 2023 As at 31 March 2022
Superannuation fund paid to the Trust 19 14
Contribution plans (branches outside India) 188 204
Employees state insurance fund paid to the authorities 3 3
Pension fund paid to the authorities 169 139
Total 378 360
(v) Defined benefit plans
Employees Provident Fund contributions are made to a Trust administered by the Company. The Company’s liability is
actuarially determined (using the Projected Unit Credit method) at the end of the year. Actuarial losses/ gains are recognized
in the Statement of Profit and Loss in the year in which they arise. The contributions made to the trust are recognized as plan
assets. The defined benefit obligation recognized in the balance sheet represents the present value of the defined benefit
obligation as reduced by the fair value of plan assets
The Company contributed Rs.609 Mn (31 March 2022 Rs.314 Mn) during the year to the Trust, which has been charged to
Statement of Profit and Loss.

Amount recognized in the Statement of Profit and Loss As at 31 March 2023 As at 31 March 2022
Company contribution to the Trust 609 314

(a) Amount of obligation as at the year end is determined As at 31 March 2023 As at 31 March 2022
as under
Description
Present value of obligation as at the beginning of the year 4,742 3,798
Interest cost 435 350
Current service cost 582 295
Benefits paid (707) (495)
Plan Participant's Contributions 791 461
Transfer In 593 376
Actuarial gain on obligation (259) (43)
Present value of obligation as at the end of the year 6,177 4,742

(b) Change in Plan Assets :


Description
Plan assets at beginning at fair value 4,742 3,798
Return on plan assets 435 350
Employer contributions 582 295
Benefits paid (707) (495)
Plan Participant's Contributions 791 461
Transfers In 593 376
Actuarial loss on plan assets (259) (43)
Plan assets at year end at fair value 6,177 4,742

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

(c) Amount of the obligation recognised in Balance Sheet : As at 31 March 2023 As at 31 March 2022
Description
Present value of the defined benefit obligation as at the end of the year 6,177 4,742
Fair value of plan assets at the end of the year 6,177 4,742
(Assets) recognized in the Balance Sheet - -
The fair value of the plan assets is in surplus, assets are set equal to the liabilities to ensure consistency with the PF trust act.

(d) Principal actuarial assumptions at the Balance Sheet


date
Discount Rate 7.40% 7.2%
Attrition Rate
Age from 20-30 years 11.61% 16.00%
31-34 11.61% 10.00%
35-44 11.61% 5.00%
45-50 11.61% 3.00%
51-54 11.61% 2.00%
Age 55 & above 11.61% 1.00%
Return on Assets for Exempt PF Fund 7.32% 6.6%
Long term EPFO Rate 8.15% 8.1%

(e) Description
Experience adjustments on Plan Liabilities (259) (43)
Experience adjustments on Plan assets (259) (43)

(f) Expected Contribution to the fund in the next year 652 330

(vi) The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits
received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date
on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The
Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code
becomes effective.

As at 31 March 2023 As at 31 March 2022


Current Non- Current Current Non- Current
14 Other current liabilities
Advances from customers - - 27 -
Payroll taxes 1 - 148 -
Statutory dues including provident fund and tax deducted 544 - 437 -
at source
Contract liabilities 76 59 90 51
Total other current liabilities 621 59 702 51

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Year ended Year ended


31 March 2023 31 March 2022
15 Revenue from operations
Sales of products
Traded goods 438 983
Sale of services 41,867 32,149
Total revenue from operations 42,305 33,132

Timing of revenue recognition


Goods transferred at a point in time 438 983
Services transferred over time 41,867 32,149
Total revenue from contracts with customers 42,305 33,132
Reconciling the amount of revenue recognised in the statement of
profit and loss with the contracted price
Revenue as per contracted price 42,441 32,918
Hedge (loss) / gain (130) 215
Volume and other discount (6) (1)
Total Revenue from contract with customers 42,305 33,132
Note : The Company deals in number of software and hardware items whose selling price vary from item to item. In view of
voluminous data information relating to major items of sales have not been disclosed in the financial statements.
Disclosures related to revenue from contract with customers
a. Disaggregate revenue information
The table below presents disaggregated revenues from contracts with customers by geography.

Geography Year ended Year ended


31 March 2023 31 March 2022
Americas 23,472 20,849
India 5,890 4,147
Asia Pacific 2,695 1,698
Europe, Middle East and Africa 10,248 6,438
Grand Total 42,305 33,132

b. Particulars pertaining to contract assets (refer note 8) Year ended Year ended
31 March 2023 31 March 2022
Balance at the beginning 17 16
Unbilled revenue classified to trade receivable upon billing to customer out 17 16
of opening unbilled revenue

c. Particulars pertaining to contract liabilities (deferred revenue) (refer Year ended Year ended
note 15) 31 March 2023 31 March 2022
Balance at the beginning 141 149
Revenue recognized during the year from opening deferred revenue 66 149

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

d. Performance obligations and remaining performance obligations


The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized
as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in
revenue. Applying the practical expedient as given in IndAS115, the Company has not disclosed the remaining performance
obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer
of the entity’s performance completed to date, typically those contracts where invoicing is on time and material basis, fixed
monthly / fixed capacity basis and transaction basis. Remaining performance obligation estimates are subject to change and
are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, and adjustment
for revenue that has not materialized and adjustments for currency.
The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31, 2023, other than
those meeting the exclusion criteria mentioned above, is Rs. 942 Mn (Previous Year Rs. 97 Mn). Out of this, the Company
expects to recognize revenue of around Rs. 825 Mn (Previous Year Rs. 95 Mn) within the next one year. This includes contracts
that can be terminated for convenience without a substantive penalty since, based on current assessment, the occurrence of
the same is expected to be remote.

Year ended Year ended


31 March 2023 31 March 2022
16 Other Income
Dividend income from investment in mutual funds - 2
Interest Income from financial assets at amortised cost 43 25
Income on Financial Investments at fair value through profit and loss -
- mutual funds
Finance income 43 27
Dividend Income from investment in subsidiaries 4,758 3,473
Net foreign exchange gains 116 93
Other items
Recovery from subsidiaries for common corporate expenses 875 320
Miscellaneous income 87 92
Total other income 5,879 4,005

17 Employee benefits expense


Salaries, wages and bonus 26,561 20,297
Contribution to provident and other funds 1,021 674
Employee share-based payment expense 470 301
Gratuity 171 91
Staff welfare expenses (Refer note below) 643 202
Total employee benefit expense 28,866 21,565
Employee benefit expenses includes Rs. 465 Mn towards special non-monetary incentive awarded to the employees of the
Company on achievement of certain milestone of revenue by Group in the current financial year. The corresponding liability is
included in the other financial liability.
18 Depreciation and amortization expense
Depreciation of property, plant and equipment (Refer note 3) 537 505
Depreciation of right of use assets (Refer note 32) 81 47
Amortisation of intangible assets (Refer note 4) 469 286
Total depreciation and amortization expense 1,087 838

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Year ended Year ended


31 March 2023 31 March 2022
19 Other expenses
Rental charges [Refer note 32] 74 64
Rates and taxes 1 10
Electricity and water charges 95 81
Telephone and communication charges 91 100
Legal and professional fees 269 338
Travelling and conveyance 372 70
Recruitment 320 456
Insurance 51 53
Repairs and maintenance
- Plant and machinery 219 390
- Buildings 1 1
- Others 98 79
Allowance for doubtful debts and unbilled revenue 28 1
Payment to auditors (Refer note 20 (a)) 14 20
Advertisement and publicity 27 33
Business promotion 34 6
Professional charges 5,088 3,934
Equipment hiring 1 5
Other production expenses (incl. third party license cost) 1,582 562
Loss on sales of assets (net) 13 -
Corporate social responsibility expenditure (Refer note 20 (b)) 64 56
Miscellaneous expenses 88 63
Total other expenses 8,530 6,322

19(a)Details of payments to auditors


Payments to auditors (excluding taxes)
As auditor:
Audit Fee 12 18
Tax audit Fee - -

In other capacities:
Certification fees 1 1
Re-imbursement of expenses 1 1
Total payments to auditors 14 20

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

Year ended Year ended


31 March 2023 31 March 2022
19 (b)Corporate social responsibility expenditure
Expenditure for COVID care - 27
Contribution to NIIT University - 26
Contribution to Government Schools / Others 64 3
Total 64 56

Amount required to be spent as per Section 135 of the Companies 76 61


Act, 2013
Amount spent during the year on:
On purpose other than Construction/ acquisition of an asset 66 56
Amount set off from excess spent during previous year 4 5
Unspent during the year 6 -

As per Section 135 of the Companies Act, 2013, the Company, meeting the applicability threshold, needs to spend at least
2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR)
activities.

During the year ended 31 March 2023, the Company has set off Rs. 4 Mn of CSR obligation for the year which was excess spent
by the Company during the Year ended 31 March 2022 as per the Companies CSR (Policy) Amendment Rules 2021.

During the year ended 31 March 2023, the Company has an unspent amount of CSR obligation, amounting to Rs. 6 Mn, which
the company has transferred into a separate bank account as per the Companies CSR (Policy) Amendment Rules 2021.

19(c) Expenses recognized during the year are net of recoveries towards common services at cost from domestic subsidiaries
amounting to Rs 9.6 Mn (31 March 2022 - Rs. 8.6 Mn).

Year ended Year ended


31 March 2023 31 March 2022
20 Finance costs
Interest and finance charges on financial liabilities not at fair value
through profit or loss:
on term loans from Bank / Financial Institution 544 456
Bank and financial charges 14 18
Unwinding of discounts 30 44
Total Finance costs 588 518

21 Exceptional Item
Total 523 -

The shareholders in the Annual General Meeting held on July 30, 2021, approved raising of funds by the issuance of equity
shares and/or depository receipts and/or other eligible securities in the US markets (“Offering”). In accordance with the
underlying arrangements, the expenses pertaining to the offering are to be borne by the Selling Shareholder upon successful
completion of the Offering. Accordingly, Rs. 523 Mn was considered as recoverable from the selling shareholder.
Currently the market conditions are not supportive of the offering, thus the Group during the current quarter, has recorded
provision of Rs. 523 Mn and disclosed as exceptional item.

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

22 Income tax expense

This note provides an analysis of the Company’s income tax expense, show amounts that are recognized directly in equity and
how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in
relation to the Company’s tax positions.

(a) Income tax expense


Current tax
Current tax on operating profits of the period 1,528 1,408
Adjustments for current tax of prior periods 9 8
(Increase) in Minimum Alternate Tax Credit (698) (903)
Total current tax expense 839 513

Deferred tax
Increase in deferred tax assets 55 (41)
Tax on (income)/expense during the period recognized on Ind AS 6 (2)
adjustments
Total deferred tax expense/(benefit) 61 (43)

Income tax expense 900 470

(b) Amount recognised directly in equity outside profit or loss


Deferred tax asset 33 334

(c) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate:

Profit from continuing operations before income tax expense 8,225 6,915
Tax at the Indian tax rate of 34.944% (for FY 2021-22: 34.944%) 2,874 2,416

Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Impact of deductions
Effect of tax holiday benefits (824) (728)
Taxes pertaining to branches - net of credits 141 189
Others - 2
Impact of permanent differences
Tax effect due to non-taxable income for indian tax purposes (1,663) (1,214)
Expenses to the extent disallowable 199 15
Tax provision for current tax of prior periods 52 (71)
Others 22 7
Others
Effect of differential tax rates 99 (146)
Income tax expense 900 470
The Company determines taxes on income in accordance with the applicable provisions of Income Tax Act, 1961 (“Act”). The
Company also claims deductions under sections 10AA and 80 IAB in respect of its Unit and Developer Operations, respectively,
in Special Economic Zone (SEZ). The payments under Minimum Alternate Tax (MAT) can be carried forward and can be set off
against future tax liability. Accordingly, a sum of Rs. 2,495 mn (Previous Year Rs. 1,798 mn) has been shown under “Deferred tax
assets”. Further, during the year, the Company has created MAT credit of Rs. 698 mn (Previous Year created Rs. 904 mn).

In addition to Indian operations, the Company has accounted for the tax liability/reliefs in respect of its branches having
operations in the United States of America (USA), Ireland, Belgium and Switzerland in accordance with the tax legislations
applicable in the respective jurisdiction.

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

23 Fair value measurements


Financial instruments by category:

31 March 2023
FVTPL FVTOCI Amortized Carrying Fair value
Cost amount
Financial assets
Trade and other receivables - - 467 467 467
Derivative instruments - 30 - 30 30
Other long-term financial assets - - 181 181 181
Total Financial assets - 30 648 678 678

Financial liabilities
Non-current borrowings - - 3,382 3,382 3,382
Trade and other payables - - 102 102 102
Derivative instruments - 258 - 258 258
Total Financial liabilities - 258 3,484 3,742 3,742

31 March 2022
FVTPL FVTOCI Amortized Carrying Fair value
Cost amount
Financial assets
Trade and other receivables - - 332 332 332
Derivative instruments - 128 - 128 128
Other long-term financial assets - - 140 140 140
Total Financial assets - 128 472 600 600

Financial liabilities
Non-current borrowings - - 3,365 3,365 3,365
Trade and other payables - - 127 127 127
Derivative instruments - 14 - 14 14
Total Financial liabilities - 14 3,492 3,506 3,506
The carrying amounts of current portion of trade receivables, capital creditors, unbilled revenue, Security deposits, unpaid
dividend account, cash and cash equivalents, Borrowings, Trade and other payables, unclaimed dividend are considered to be
the same as their fair values, due to their short term nature.
Investments in equity instruments (Unquoted) are carried at cost
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
The fair values for security deposits were calculated based on cash flows discounted using a current lending rate.
(i) Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:
(a) recognized and measured at fair value, and
(b) measured at amortized cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial
instruments into the three levels prescribed under the accounting standard.

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

An explanation of each level follows underneath the table.

Financial assets and liabilities measured at fair value - Level 1 Level 2 Level 3 Total
recurring fair value measurements at 31 March 2023
Financial assets
Derivatives designated as hedges
Derivative Financial Asset - 30 - 30
Total financial assets - 30 - 30

Financial Liability
Derivatives designated as hedges
Derivative Financial Liability - 258 - 258
Total financial Liability - 258 - 258

Financial assets and liabilities measured at fair value - Level 1 Level 2 Level 3 Total
recurring fair value measurements at 31 March 2022
Financial assets
Derivatives designated as hedges
Derivative Financial Asset - 128 - 128
Total financial assets - 128 - 128

Financial Liability
Derivatives designated as hedges
Derivative Financial Liability - 14 - 14
Total financial Liability - 14 - 14
All other assets and liabilities are measured at amortised cost
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments,
traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are
traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using
the closing net asset value.
Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward
contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little
as possible on Company-specific estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period.
There has been no transfer during the period.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- The use of quoted market prices for similar instruments.
- Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or
inputs that are directly or indirectly observable in the marketplace.
- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

24 (i) Hedging activities and derivatives

The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities
(when revenue or expense is denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries.

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month
period for hedges of forecasted sales.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to
match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from
the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable
that is denominated in the foreign currency.

At 31 March 2023, the Company hedged 75% (31 March 2022: 75%), of its expected foreign currency sales. Those hedged
sales were highly probable at the reporting date. This foreign currency risk is hedged by using foreign currency forward
contracts.

The Company is holding the following foreign exchange forward contracts (highly probable forecasted sales)

As at March 31, 2023

Particulars Less than 1 1 to 3 months 3 to 6 months 6 to 9 months 9 to 12 Total


month months
USD /INR
Notional amount 889 2,012 2,788 2,450 2,141 10,281
Average forward rate 80.59 81.30 82.49 83.84 83.98 82.71
GBP /INR
Notional amount 405 1,173 1,417 1,477 1,358 5,829
Average forward rate 99.95 100.25 98.38 100.50 102.86 100.42
EUR /INR
Notional amount 33 66 145 130 116 490
Average forward rate 86.86 86.97 86.36 88.48 91.91 88.30

As at March 31, 2022

Particulars Less than 1 1 to 3 months 3 to 6 months 6 to 9 months 9 to 12 Total


month months
USD /INR
Notional amount 591 1,242 1,644 1,462 1,198 6,137
Average forward rate 76.77 76.60 77.23 78.20 78.27 75.90
GBP /INR
Notional amount 153 407 481 438 386 1,865
Average forward rate 105.14 104.50 104.66 104.72 104.58 99.83
EUR /INR
Notional amount 42 82 108 84 68 384
Average forward rate 89.38 88.70 89.27 89.17 89.50 84.22

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

The impact of the hedging instruments on the balance sheet is, as follows:

Foreign exchange Notional Carrying Line item in the statement of Change in fair value used for
forward contracts amount amount financial position measuring ineffectiveness for
the period
At 31 March 2023 16,600 (228) Derivative instruments under -
current financial assets / liabilities
At 31 March 2022 8,386 114 Derivative instruments under -
current financial assets / liabilities
Impact of hedging activities
(a) Disclosure of effects of hedge accounting on financial position:

Type of hedge and As at 31 March 2023 As at 31 March 2022


risks Carrying amount of hedging Maturity Carrying amount of Maturity
instrument period hedging instrument period
Assets Liabilities Assets Liabilities

Cash flow hedge


Foreign exchange risk
Foreign exchange April 2022 to April 2022 to
30 258 128 14
forward contracts March 2023 March 2023
(b) Disclosure of effects of hedge accounting on financial performance
Change in the value of hedging Amount reclassified from cash Line item affected in statement
instrument recognised in other flow hedging reserve to profit of profit and loss because of
comprehensive income* or loss the reclassification
Year ended Year ended Year ended Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2023 31 March 2022 31 March 2023 31 March 2022
Cash flow
hedge
Foreign (261) 3 (130) 215 Revenue Revenue
exchange risk

*The resultant impact on the cash flow hedge reserve for the year ended 31 March 2023 and 31 March 2022; on account of
changes in the fair value has been reconciled in Note No. 11.

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness
assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including
whether the hedging instrument is expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged
and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the
volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk
management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge
relationship rebalancing.

25 Financial risk management

The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables.
The borrowing of the Company constitute mainly Non Convertible Bonds (NCB). All the finances are made out of internal
accruals. The Company’s principal financial assets include loans, trade and other receivables, and cash and short-term deposits
that derive directly from its operations. The Company also enters into derivative transactions.

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the
management of these risks. The Company’s senior management is supported by a financial risk committee that advises on
financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides
assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate
policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s
policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that
have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative
purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are
summarised below:
(a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk
and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, fair value through
profit and loss and derivative financial instruments.
-       Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates.
The Company has issued non-convertible bonds during the previous year with fixed interest rate for the next 2 years and
accordingly there is no significant concentration of interest rate risk (Refer note 13).
-       Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates.
Unhedged foreign currency exposure
Non-derivative foreign currency exposure as of 31 March, 2023 and 31 March 2022 in major currencies is as below:

Currencies Net financial Assets Net financial Liabilities


As at As at As at As at
31 March 2023 31 March 2022 31 March 2023 31 March 2022
USD/INR 2,277 911 243 89
GBP/INR 2,161 934 0 0
EURO/INR 76 54 0 0
Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments
and the impact on other components of equity arises from foreign forward exchange contracts designated as cash flow hedges.

Currencies Impact on Profit after Tax Impact on other components of equity


Year ended Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2023 31 March 2022
USD Sensitivity
INR/USD - Increase by 1%* 14 2 1 0
INR/USD - Decrease by 1%* (14) (2) (1) (0)
EUR Sensitivity
INR/EUR - Increase by 1% * 2 1 0 0
INR/EUR - Decrease by 1% * (2) (1) (0) (0)
GBP Sensitivity
INR/GBP - Increase by 1% * 22 9 2 1
INR/GBP - Decrease by 1% * (22) (9) (2) (1)
*Holding all other variables constant

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

(b) Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its
financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial
instruments.

Trade Receivables

The customers of the Company are primarily corporations based in the United States of America and Europe and accordingly,
trade receivables are concentrated in the respective countries. The Company periodically assesses the financial reliability of
customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of
accounts receivables. The Company has used the expected credit loss model to assess the impairment loss or gain on trade
receivables and unbilled revenue, and has provided it wherever appropriate. The Company in the normal course of business
sells certain trade receivables to banks. Under the terms of arrangements, the Group surrenders contgrol over these assets
and transfer is on a non-recourse basis.

The following table gives the movement in allowance for expected credit loss for the year ended March 31, 2023:

Year ended Year ended


31 March 2023 31 March 2022
Balance at the beginning 537 525
Impairment loss recognized/(reversed) 28 1
Transfer from provision for customer contract/ other expense 16 11
Amounts written off - -
Balance at the end* 581 537
* Closing balance includes trade receivable Rs. 553 Mn (31 March 2022 Rs. 509 Mn) and contract assets Rs. 28 Mn (31 March
2022 Rs. 28 Mn).
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance
with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits
assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual
basis, and may be updated throughout the year subject to approval of the Company’s Finance Committee. The limits are set
to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make
payments
(c) Liquidity Risk
The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations.
The Company’s corporate treasury department is responsible for liquidity and funding as well as settlement management.
In addition, processes and policies related to such risks are overseen by senior management. Management monitors the
Company’s net liquidity position through rolling forecasts based on the expected cash flows.
Maturities of financial liabilities
The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March
2023:

Particulars Less than 1 year 1 -2 years 2-4 Years 4-8 Years Total
Borrowings - - 3,382 - 3,382
Trade Payables 3,342 23 50 29 3,444
Lease Liability 94 93 220 161 568
Other Financial Liabilities (excluding Borrowings) 2,496 15 63 33 2,607
5,932 131 3,716 223 10,002

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March
2022:

Particulars Less than 1 year 1 -2 years 2-4 Years 4-8 Years Total
Borrowings 2 - 3,365 - 3,367
Trade Payables 3,832 23 50 54 3,959
Lease Liability 75 63 18 6 162
Other Financial Liabilities (excluding Borrowings) 1,451 - - - 1,451
5,360 86 3,433 60 8,939

26 Capital Management

a) Risk management

For the Company’s capital management, capital includes issued equity share capital, securities premium and all other equity
reserves attributable to the shareholders. The primary objectives of the Company’s capital management are to maximise the
shareholder value and safeguard their ability to continue as a going concern. The Company has outstanding Non Convertible
Bonds (NCB) (refer note 13). The Company has complied with the financial covenants attached with above stated borrowings
throughout the reporting period. The funding requirements are generally met through operating cash flows generated. No
changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2023 and
31 March 2022.
b) Dividends

Particulars Year ended Year ended


31 March 2023 31 March 2022
Equity Shares
During the year the directors have recommended the payment of 2,745 2,367
Interim dividend.
Dividends not recognised at the end of reporting period
In addition to the above dividends, the directors have recommended the 1,161 792
payment of Interim dividend of Rs. 19 per fully paid up equity share each on
27 April 2023 (31 March 2022 Rs. 13 per share).
27 Related parties where control exists
Interest in Subsidiaries
The Company’s subsidiaries at 31 March 2023 are set out below. Unless otherwise stated, they have share capital consisting
solely of equity shares that are held directly by the Company and the proportion of ownership interests held equals the voting
rights held by the Company. The country of incorporation or registration is also their principal place of business.
Sr. Name Place of Ownership interest Ownership interest Principal Activities
No. business/ held by the Company held by the Non
country of controlling interest
incorporation As at As at As at As at
31 March 31 March 31 March 31 March
2023 2022 2023 2022
Direct subsidiaries
1 Coforge SmartServe Limited India 100 100 - Information Technology/
Information Technology Enabled
Services (“IT / ITES”)
2 Coforge Services Limited India 100 100 - - Information Technology/
Information Technology
Enabled Services (“IT / ITES”)
3 Coforge U.K. Limited United Kingdom 100 100 - - Information Technology/
Information Technology
Enabled Services (“IT / ITES”)
4 Coforge Pte Limited Singapore 100 100 - - Information Technology/
Information Technology
Enabled Services (“IT / ITES”)

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Sr. Name Place of Ownership interest Ownership interest Principal Activities


No. business/ held by the Company held by the Non
country of controlling interest
incorporation As at As at As at As at
31 March 31 March 31 March 31 March
2023 2022 2023 2022
5 Coforge DPA Private Ltd. India 100 100 - - Information Technology/
Information Technology
Enabled Services (“IT / ITES”)
6 Coforge GmbH Germany 100 100 - - Information Technology/
Information Technology
Enabled Services (“IT / ITES”)
7 Coforge Inc. USA 100 100 - - Information Technology/
Information Technology
Enabled Services (“IT / ITES”)
8 Coforge Airline Technologies GmbH Germany 100 100 - - Information Technology/
Information Technology
Enabled Services (“IT / ITES”)
9 Coforge FZ LLC Dubai 100 100 - - Information Technology/
Information Technology
Enabled Services (“IT / ITES”)
10 NIIT Technologies Philippines Inc (under Philippines 100 100 - - Information Technology/
liquidation) Information Technology
Enabled Services (“IT / ITES”)
11 Coforge SF Private Limited (erstwhile India 100 100 - - Information Technology/
Whishworks IT Consulting Private Limited) Information Technology
Enabled Services (“IT / ITES”)
12 Coforge Business Process Solutions Private India 60 60 40 40 Information Technology/
Limited (Erstwhile SLK Global Solutions Pvt Information Technology
Limited) w.e.f. April 28, 2021 Enabled Services (“IT / ITES”)
Stepdown subsidiaries
13 Coforge BV (Wholly owned by Coforge U.K. Netherlands 100 100 - - Information Technology/
Ltd.) Information Technology
Enabled Services (“IT / ITES”)
14 Coforge Limited (Wholly owned by Coforge Thailand 100 100 - - Information Technology/
Pte Ltd., Singapore) Information Technology
Enabled Services (“IT / ITES”)
15 Coforge Technologies (Australia) Pty Australia 100 100 - - Information Technology/
Ltd. (Wholly owned by Coforge Pte Ltd., Information Technology
Enabled Services (“IT / ITES”)
Singapore)
16 Coforge Advantage Go (Wholly owned by United Kingdom 100 100 - - Information Technology/
Coforge U.K. Ltd., UK) Information Technology
Enabled Services (“IT / ITES”)
17 Coforge S.A. (Wholly owned by Coforge U.K. Spain 100 100 - - Information Technology/
Ltd.) Information Technology
Enabled Services (“IT / ITES”)
18 Coforge BPM Inc. (erstwhile RuleTek LLC) USA 100 100 - - Information Technology/
(80% owned Coforge DPA Private Limited, Information Technology
Enabled Services (“IT / ITES”)
India and 20% by Coforge DPA NA Inc. USA)
19 Coforge DPA UK Ltd. (Wholly owned by United Kingdom 100 100 - - Information Technology/
Coforge DPA Private Ltd.) Information Technology
Enabled Services (“IT / ITES”)
20 Coforge DPA Ireland Limited (Wholly owned Ireland 100 100 - - Information Technology/
by Coforge DPA Private Ltd.) Information Technology
Enabled Services (“IT / ITES”)
21 Coforge DPA Australia Pty Ltd. (Wholly owned Australia 100 100 - - Information Technology/
by Coforge DPA Private Ltd.) Information Technology
Enabled Services (“IT / ITES”)
22 Coforge DPA NA Inc. USA (Wholly owned by USA 100 100 - - Information Technology/
Coforge DPA Private Ltd.) Information Technology
Enabled Services (“IT / ITES”)
23 Coforge SF Limited, UK (Wholly owned by United Kingdom 100 100 - - Information Technology/
Coforge SF Private Limited India) Information Technology
Enabled Services (“IT / ITES”)

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

Sr. Name Place of Ownership interest Ownership interest Principal Activities


No. business/ held by the Company held by the Non
country of controlling interest
incorporation As at As at As at As at
31 March 31 March 31 March 31 March
2023 2022 2023 2022
24 COFORGE (Coforge Spółka Z Ograniczona Poland 100 100 - - Information Technology/
Odpowiedzialnoscia)(Wholly owned by Information Technology
Coforge U.K. Ltd.,) Enabled Services (“IT / ITES”)
25 Coforge S.R.L., Romania (Wholly owned by Romania 100 100 - - Information Technology/
Coforge U.K. Limited) Information Technology
Enabled Services (“IT / ITES”)
26 Coforge A.B. Sweden (Wholly owned by Sweden 100 100 - - Information Technology/
Coforge U.K. Limited) Information Technology
Enabled Services (“IT / ITES”)
27 Coforge SDN. BHD. Malaysia , (Wholly owned Malaysia 100 100 - - Information Technology/
by Coforge Pte Ltd.) Information Technology
Enabled Services (“IT / ITES”)
28 Coforge SpA, Chile (Wholly owned by Chile 100 100 - - Information Technology/
Coforge U.K. Ltd., UK) Information Technology
Enabled Services (“IT / ITES”)
29 Coforge BPS Philippines Inc (Erstwhile SLK Philippines 60 60 40 40 Information Technology/
Global Philippines Inc, Philippines) (wholly Information Technology
owned subsidiary of Coforge Business Enabled Services (“IT / ITES”)
Process Solutions Private Limited w.e.f. April
28, 2021)
30 Coforge BPS America Inc. (Erstwhile SLK USA 60 60 40 40 Information Technology/
Global Solutions America Inc., USA) (wholly Information Technology
owned subsidiary of Coforge Business Enabled Services (“IT / ITES”)
Process Solutions Private Limited w.e.f. April
28, 2021)
31 Coforge BPS North Carolina LLC Erstwhile USA 60 60 40 40 Information Technology/
SLK Global North Carolina LLC, USA) (wholly Information Technology
owned subsidiary of Coforge Business Enabled Services (“IT / ITES”)
Process Solutions Private Limited w.e.f. April
28, 2021)
32 Coforge Healthcare Digital Automation LLC USA 55 55 45 45 Information Technology/
(Subsidiary of Coforge BPM Inc. w.e.f. January Information Technology
21, 2022) Enabled Services (“IT / ITES”)
33 Coforge Japan GK (Wholly owned by Coforge Japan 100 - - - Information Technology/
U.K. Ltd., UK) w.e.f. 7th March 2023 Information Technology
Enabled Services (“IT / ITES”)
34 Coforge Solutions Private Limited (Wholly India 100 - - - Information Technology/
owned by Coforge DPA Private Ltd.)w.e.f. 29th Information Technology
June 2022 Enabled Services (“IT / ITES”)

28 Related party transactions


Coforge Limited’s principal related parties consist of Investor with significant influence i.e Hulst B.V., Netherlands, its own
subsidiaries and key managerial personnel. The Company’s material related party transactions and outstanding balances are
with related parties with whom the Company routinely enter into transactions in the ordinary course of business.
Transactions and balances with its own subsidiaries are eliminated on consolidation.
Ultimate Holding Company
Baring Private Equity Asia Holding (till 15 December 2021)
Holding Company
Hulst B.V., Netherlands (till 15 December 2021)

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Investor with significant influence


Hulst B.V., Netherlands (w.e.f. 16 December 2021)
Interest in Subsidiaries
Refer note 28
A List of related parties with whom the Company has transacted:
1) Key Managerial personnel
Sudhir Singh, Chief Executive Officer & Executive Director
Ajay Kalra, Chief Financial Officer
Lalit Kumar Sharma, Company Secretary & Legal Counsel (till July 31, 2021)
Barkha Sharma, Company Secretary (w.e.f. August 1, 2021)
2) Non Executive Director
Patrick John Cordes
Kenneth Tuck Kuen Cheong
Hari Gopalakrishnan
Ashwani Puri
Basab Pradhan
Holly J. Morris (till Mar 31, 2022)
Mary Beth Boucher (w.e.f. May 7, 2022)
Kirti Ram Hariharan
3) List of other related parties

Particulars Country Nature of relationship


Coforge Limited Employees Provident Fund Trust India Post-employment benefit plan
Coforge Limited Employees Group Gratuity Scheme India Post-employment benefit plan
Coforge Limited Employees Superannuation Scheme India Post-employment benefit plan
B. Transaction with related parties

Nature of Transactions Holding Company/ Subsidiaries Total


Investor with
significant influence
36,155 36,155
Rendering of services
- (28,691) (28,691)
721 721
Receiving of services
- (722) (722)
Recovery of expenses by the Company (Including those from 508 508
overseas subsidiaries) - (279) (279)
112 112
Recovery of expenses from the Company
- (99) (99)
- -
Investments made
- (9,912) (9,912)
521 521
Recovery for common corporate expenses
- (367) (367)
410 410
Other Income
- (15) (15)

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

Nature of Transactions Holding Company/ Subsidiaries Total


Investor with
significant influence
Recovery of bank guarantee charges from subsidiaries - - -
- - -
Dividend paid 1,416 - 1,416
(1,666) - (1,666)
Dividend received 4,758 4,758
- (3,473) (3,473)
Purchase of fixed assets - - -
- (14) (14)
Figures in parenthesis represent Previous period figure.
C. Key management personnel compensation

Particulars Year ended Year ended


31 March 2023 31 March 2022

Short term employee benefits** 245 151

Commission and Sitting fees 32 32

Post employment benefits* 15 5

Remuneration paid 292 188

Share based payment transactions 444 234

Total of compensation 736 422

*As gratuity and compensated absences are computed for all the employees in aggregate, the amounts relating to the key
managerial personnel can not be individually identified.
** At each reporting period, the Company accrues employee bonuses for all the employees in aggregate, which are individually
identified in the subsequent financial year. Accordingly, the current year figures includes bonus pertaining to March 2022 paid
during the current year.
D. Details of balances with related parties:

Particulars Receivables as at Payables as at Receivables as Payables as at


31 March 2023 31 March 2023 at 31 March 2022 31 March 2022
Subsidiaries
Amount receivable / payable 5,386 323 2,369 1,143
Outstanding guarantees to customers - - - 786
on behalf of wholly owned overseas
subsidiaries
There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been
recognised in respect of impaired receivables due from related parties.
E. Key Managerial Personnel interests in the Senior Executive Plan
Share options held by Key Managerial Personnel of the Company’s Stock Option Plan 2005 to purchase Equity shares have the
following expiry dates and exercise prices:

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Closing option as at
Grant date Expiry date Exercise price 31 March 2023 31 March 2022
FY 18-19 23 May 22 to 31 May 24 10 to 1364.4 - 15,030
FY 19-20 31 Dec 23 to 30 Sep 30 10 467,116 540,402
FY 21-22 31-Dec-22 10 - 10,000
FY 22-23 31 Dec 23 to 31 Dec 26 10 178,963 -
Total 646,079 565,432
No share options have been granted to the non-executive members of the Board of Directors under this scheme. Refer to Note
33 for further details on the scheme.
F. Terms and Conditions
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. For the year ended 31
March 2023, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31
March 2022: INR Nil). This assessment is undertaken each financial year through examining the financial position of the related
party and the market in which the related party operates.
The recovery of bank guarantee charges from subsidiaries are made on terms equivalent to those that prevail in arm’s length
transactions.
Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to
other shareholders.
29 Contingent liabilities and contingent assets
(a) Contingent liabilities
The Company had contingent liabilities in respect of:
i) Claims against the Company not acknowledged as debts:

As at As at
31 March 2023 31 March 2022
Income tax matters pending disposal by the tax authorities 452 833
Others 301 254
ii) The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company’s
management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material
and adverse effect on the Company’s results of operations or financial condition. Further, it is not practicable for the Company to
estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.
iii) The Company does not expect any reimbursements in respect of the above contingent liabilities.
iv) Income tax
Claims against the Company not acknowledged as debts as on 31 March 2023 include demand from the Indian Income tax
authorities on certain matters relating to Transfer pricing and availment of tax holiday.
The Company is contesting these demands and the management including its tax advisors believe that its position will more
likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not
have a material adverse effect on the Company’s financial position and results of operations.
The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits
received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on
which the Code will come into effect has not been notified and the final rules / interpretation have not yet been issued. The
Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code
becomes effective.

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

(b) Contingent assets


The Company does not have any contingent assets as at 31 March 2023 and 31 March 2022.
30 Commitments
(a) Capital expenditure contracted for at the end of the reporting period but not recognized as liabilities is as follows:

As at As at
31 March 2023 31 March 2022
Property, plant and equipment 64 188
31 Leases
Following are the changes in the carrying value of right of use assets for the year period ended 31 March 2023:

Particulars Year Ended 31 March 2023 Year Ended 31 March 2022


Buildings Lease hold Total Buildings Lease hold Total
land land
Balance as at beginning of the year 129 299 428 111 303 414
Additions during the year 551 - 551 69 - 69
Deletions during the year (57) - (57) (4) - (4)
Depreciation for the year (77) (4) (81) (47) (4) (51)
Balance as at end of the year 545 295 840 129 299 428
The following is the movement in lease liabilities during the period ended 31 March 2023:

Particulars Year ended Year ended


31 March 2023 31 March 2022
Balance at the beginning 162 152
Additions 527 69
Deletions (57) (4)
Finance cost accrued during the year 29 12
Payment of lease liabilities (94) (68)
Translation difference 1 1
Balance at the end 568 162
The following is the break-up of current and non-current lease liabilities

Particulars As at As at
31 March 2023 31 March 2022
Current lease liabilities 94 75
Non-current lease liabilities 474 87
Total 568 162
The table below provides details regarding the contractual maturities of lease liabilities

Particulars As at As at
31 March 2023 31 March 2022
Less than one year 134 84
One to five years 497 92
More than five years 73 -
Total 704 176

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

The following are the amounts recognised in statement of profit or loss:

Particulars Year ended Year ended


31 March 2023 31 March 2022
Depreciation expense of right-of-use assets 81 51
Interest expense on lease liabilities 29 12
Expense relating to short-term leases and leases of low-value 74 64
assets (included in other expenses)
184 127
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to
meet the obligations related to lease liabilities as and when they fall due.
Rental expense recorded for short-term leases (including low-value lease assets) was Rs. 74 Mn for the year ended 31 March
2023. (Previous year Rs. 64 mn)
The Company had total cash outflows for principal portion of leases of Rs. 65 Mn in current year (Previous year Rs. 56 Mn).
The aggregate depreciation on ROU assets has been included under depreciation and amortisation expense in the Statement
of Profit and Loss.
32 Share-based stock payments
(a) Employee option plan
The establishment of the Coforge Employee Stock Option Plan 2005 (formerly NIIT Technologies Employee Stock Option Plan
2005) (ESOP 2005) was approved by the shareholders in the annual general meeting held on 18 May, 2005. The ESOP 2005
is designed to offer and grant share-based payments for the benefit of employees of the Company and its subsidiaries, who
are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters). The ESOP 2005 allowed grant
of options of the Company in aggregate up to 3,850,000 in one or more tranches. This limit was increased by 1,690,175 and
further by 900,000 additional option in the existing ESOP plan over and above earlier options issued by the Company.
Under the plan, participants are granted options which vest upon completion of such terms and conditions as may be fixed
or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this
regard.Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or
to receive any guaranteed benefits. As per the plan each option is exercisable for one equity share of face value of Rs 10 each
fully paid up on payment to the Company for such shares at a price to be determined in accordance with ESOP 2005. Hence,
the plan is equity settled for the Company.
i) Set out below is a summary of options granted under the plan:

Year ended March 31, 2023 Year ended March 31, 2022
Average exercise Number of Average exercise Number of
price per share options price per share options
Opening balance 21.65 1,340,822 50.02 1,574,493
Granted during the year 10.00 276,480 10 302,000
Exercised during the year * 99.78 173,928 157.72 320,803
Forfeited/ lapsed during the year 10.00 104,953 10 214,868
Closing balance 10.00 1,338,421 21.65 1,340,822
Vested and exercisable 150,703 115,727
* The weighted average share price at the date of exercise of these options during the year ended 31 March 2023 was Rs.
3,798.21 (31 March 2022 - Rs. 5,312.64)
The weighted average remaining contractual life for the share options outstanding as at 31 March 2023 was 1.3 years (31
March 2022: 1.95 years).
The weighted average fair value of options granted during the year was Rs. 3,340 (31 March 2022: Rs. 3,452).
The range of exercise prices for options outstanding at the end of the year was Rs. 10 (31 March 2022: Rs. 10 to Rs. 1,048.9).

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

ii) Share options outstanding at the end of the year have the following expiry date and exercise prices:

Share options
Fair Value outstanding as at
Exercise
Grant Year Vesting conditions Vesting Date Expiry date at the grant
price
date 31 March 31 March
2023 2022
2018-19 Service 23-May-19 to 23-May-22 to 10 to 296.72 to - 15,030
20-Mar-22 20-Mar-25 1364.4 1319.16
2019-20 Service and service/ 31-Mar-21 to 31-Dec-23 to 10 879.3 to 861,636 1,022,553
performance 30-Sep-25 29-Mar-32 1183.04
2020-21 Service and service/ 1-Jan-22 to 31-Dec-23 to 10 915.67 to 22,934 24,237
performance 30-Sept-25 31-Dec-25 2606.46
2021-22 Service and service/ 30 Sep 22 to 31st Dec 23 10 3,039.9 to 177,837 279,002
performance 30-Sep-25 to 30-Sep-30 5,811.38
2022-23 Service and service/ 31 May 23 to 31 Dec 23 to 10 3165.96 to 276,014 -
performance 29 Mar 26 31 Dec 26 3836.15
Total 1,338,421 1,340,822

iii) Fair value of options granted

The fair value at grant date is determined using the Black Scholes Model as per an independent valuer’s report, having taken
into consideration the market price being the latest available closing price prior to the date of the grant, exercise price being the
price payable by the employees for exercising the option and other assumptions as annexed below:

Average
Risk Less
Market Price at the Fair Value at Exercise Life of the Dividend
Grant Year Volatility* Interest
grant date grant date Price Options (in yield rate
Rate
Years)
FY 2021-22 3107.65 to 5931.15 3,040 to 5,811 10 43.39% to 0.94 to 4.48 3.84% to 0.33% to
58.42% 6.33% 0.58%
FY 2022-23 3235.95 to 3884.45 3165.96 to 10 42.94% to 1.03 to 3.53 5.86% to 0.39 % to
3836.15 46.93% 7.16% 0.53 %

* The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is
indicative of future trends, which may not necessarily be the actual outcome.

(b) Expense arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognized in Statement of Profit and Loss as part of employee
benefit expense were as follows:

Year ended Year ended


31 March 2023 31 March 2022

Expense arising from equity-settled share-based payment transactions* 470 301

* This includes impact of modification (Change of Vesting Date) amounting to 3.5 Mn (Previous Year 12 Mn).

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Year ended Year ended


31 March 2023 31 March 2022

33 Earnings per Share

(a) Basic earnings per equity share of Rs 10 each

Attributable to the equity holders of the Company (Rs. Per share) 120.12 106.19

(b) Diluted earnings per equity share of Rs 10 each

Attributable to the equity holders of the Company (Rs. Per share) 117.75 103.75

(c) Reconciliations of earnings used in calculating earnings per share

Basic earnings per share

Profit attributable to the equity holders of the Company used in calculating basic 7,325 6,445
earnings per share:

Diluted earnings per share

Profit attributable to the equity holders of the Company used in calculating diluted 7,325 6,445
earnings per share

(d) Weighted average number of shares used as the denominator

Weighted average number of equity shares used as the denominator in calculating 60,981,411 60,694,760
basic earnings per share

Adjustments for calculation of diluted earnings per share:

Stock Options 1,225,284 1,424,394

Weighted average number of equity shares and potential equity shares used as the 62,206,695 62,119,154
denominator in calculating diluted earnings per share

(e) Information concerning the classification of securities

Stock Options

Options granted to employees under the ESOP 2005 are considered to be potential equity shares. They have been included in
the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in
the determination of basic earnings per share. Details relating to the options are set out in note 33.

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Notes to the Standalone Financial Statements.


(All amounts in Rs Mn unless otherwise stated)

34 Ratio analysis

Particulars Computation As at As at Change Remarks


31 March 31 March
2023 2022
Current Ratio Total current asset/ Total current 1.56 1.04 33% -
liabilities
Debt Equity Ratio Total borrowings (current & non- 0.13 0.15 15% -
current)/ Total equity
Debt service Earnings before interest, tax, 7.28 9.06 20% -
Coverage Ratio depreciation and amortisation/(interest
expense on short term and long term
borrowings+ principal repayment of
long term borrowings)
Return on equity Net Profit After Tax - Pref Div/ Average 30.4% 32.1% 5% -
ratio Shareholders Equity
Inventory turnover (Purchases of stock- in- trade / NA NA NA -
ratio contract cost + Changes in inventories
of stock- in- trade)/ Average inventory
Trade receivable Annualised revenue from operations / 6.57 8.13 19% -
turnover ratio Average trade receivable
Trade payable Net Credit Purchases / Average Trade 2.37 2.39 1% -
turnover ratio Payables
Net capital turnover Net Sales/ Working Capital 11.37 140.39 92% Decrease is primarily on
ratio account of higher increase in
working capital as compared
to net sales.
Net profit ratio Profit after tax / Revenue from 17.3% 19.5% 11% -
operations
Return on capital Earning before interest and taxes/ 9.8% 13.2% 26% Decrease is primarily on
employed Capital Employed account of increase in capital
employed as compared to
increase in Revenue from
operations.
Return on Finance Income/Investment NA NA NA -
investment
35 Other Statutory Information
The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

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Notes to the Standalone Financial Statements


(All amounts in Rs Mn unless otherwise stated)

36 Segment Information
As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a
parent as well as the parent’s separate financial statements, segment information is required only in the consolidated financial
statements, accordingly no segment information is disclosed in these standalone financial statements of the Company.
37 Subsequent events
There were no significant reportable subsequent events that occurred after the balance sheet date but before financial
statements were issued.
38 Previous year figures have been reclassified to confirm to current year’s classification.
As per our report of even date

For and on Behalf of Board of Directors of Coforge Limited
For S.R. Batliboi & Associates LLP Sudhir Singh Hari Gopalakrishnan
Chartered Accountants CEO & Executive Director Director
Firm Registration No.101049W/E300004 DIN : 07080613 DIN : 03289463
Place : Gurugram Place : Mumbai
Date : 27 April 2023 Date : 27 April 2023

Yogender Seth Ajay Kalra Barkha Sharma


Partner Chief Financial Officer Company Secretary
Membership No.094524 Place : Gurugram Place : Gurugram
Place : Gurugram Date : 27 April 2023 Date : 27 April 2023
Date : 27 April 2023

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INDEPENDENT AUDITOR’S REPORT


To the Members of Coforge Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying consolidated financial statements of Coforge Limited (hereinafter referred to as “the Holding
Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) comprising of the
consolidated Balance sheet as at March 31, 2023, the consolidated Statement of Profit and Loss, including other comprehensive
income, the consolidated Cash Flow Statement and the consolidated Statement of Changes in Equity for the year then ended,
and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory
information (hereinafter referred to as “the consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of
reports of other auditors on separate financial statements and on the other financial information of the subsidiaries, the aforesaid
consolidated financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner
so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated
state of affairs of the Group as at March 31, 2023, their consolidated profit including other comprehensive income, their consolidated
cash flows and the consolidated statement of changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (SAs), as specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities
for the Audit of the Consolidated Financial Statements’ section of our report. We are independent of the Group in accordance with the
‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated
financial statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our
report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond
to our assessment of the risks of material misstatement of the consolidated financial statements. The results of audit procedures
performed by us and by other auditors of components not audited by us, as reported by them in their audit reports furnished to us by
the management, including those procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying consolidated financial statements.

Key audit matters How our audit addressed the key audit matter
Recoverability of trade receivables and unbilled revenue related to Government Customer
As at March 31, 2023, the Group has outstanding Our audit procedures included the following:
trade receivables and unbilled revenue relating to 1. We evaluated the Group’s processes and controls relating to the
Government customer in India. The appropriateness monitoring of trade receivables & unbilled from Government customer.
of the allowance for doubtful trade receivables
2. We performed procedures relating to obtaining evidence of receipts
pertaining to Government customers in India is
from the trade receivables after the period end on test check basis.
subjective due to the high degree of significant
judgement applied by management in determining 3. We inquired management about the recoverability status and reviewed
the impairment provision. communication received from the customer.

Refer Note 5(ii) of the Consolidated Financial 4. We evaluated management’s assumptions used to determine the
Statements impairment amount, through analysis of ageing of trade receivables,
assessment of material overdue individual trade receivables and risks
specific to the Government customer.

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Impairment- Goodwill and other intangibles

Determination of recoverable amount pertaining Our audit procedures included the following:
to Goodwill and other intangibles is complex and
1. We evaluated the Group’s internal controls over its annual impairment
typically requires a high level of judgement, taking
test, key assumptions applied such as discount rates and growth rates
into account the different economic environments
based on our understanding of the relevant business and the industry
in which the Group operates. The most significant
and economic environment in which it operates.
judgements arise over the forecast cash flows,
discount rate and growth rate applied in the valuation 2. We compared forecasts to business plans and also previous forecasts to
models. Due to the inherent uncertainty associated actual results to assess the performance of the business and the forecasting
with these assumptions and the consequent cash of the scenarios used, in the context of our wider business understanding
flow projections, the same is considered as a key
audit matter. 3. We involved our own valuation specialists to assist us in evaluating the
key assumptions and methodologies used by the Group, in particular
Refer Note 4 of the Consolidated Financial those relating to discount rates, and growth rates, which were based on
Statements our industry knowledge and experience.

Other Information

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the Board Report,
Management Discussion and Analysis, Business Responsibility and Sustainability Report, but does not include the consolidated
financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing
so, consider whether such other information is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated financial
statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated
financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes
in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of their respective company(ies) and
for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial
statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are
responsible for assessing the ability of their respective company(ies) to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the
Group or to cease operations, or has no realistic alternative but to do so.

Those respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial
reporting process of their respective company(ies).

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Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Holding Company has adequate internal financial controls with reference to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and
whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group of which we are the independent auditors, to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the
consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated
financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction,
supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated
financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the consolidated financial statements for the financial year ended March 31, 2023 and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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Other Matter
(a) We did not audit the financial statements and other financial information, in respect of thirteen subsidiaries, whose financial
statements include total assets of Rs. 14,834 million as at March 31, 2023, and total revenues of Rs. 23,564 million and net cash
outflows of Rs. 411 million for the year ended on that date. These financial statement and other financial information have been
audited by other auditors, which financial statements, other financial information and auditor’s reports have been furnished to us
by the management. Our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures
included in respect of these subsidiaries and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it
relates to the aforesaid subsidiaries, is based solely on the report(s) of such other auditors.
(b) The accompanying consolidated financial statements include unaudited financial statements and other unaudited financial
information in respect of thirteen subsidiaries, whose financial statements and other financial information reflect total assets of
Rs. 819 million as at March 31, 2023, and total revenues of Rs. 827 million and net cash outflows of Rs. 3 million for the year
ended on that date. These unaudited financial statements and other unaudited financial information have been furnished to us
by the management. Our opinion, in so far as it relates amounts and disclosures included in respect of these subsidiaries, and
our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries, is based
solely on such unaudited financial statements and other unaudited financial information. In our opinion and according to the
information and explanations given to us by the Management, these financial statements and other financial information are not
material to the Group.
Our opinion above on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is
not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and
the financial statements and other financial information certified by the Management.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms
of sub-section (11) of section 143 of the Act, based on our audit and on the consideration of report of the other auditors on
separate financial statements and the other financial information of the subsidiary companies, incorporated in India, as noted in
the ‘Other Matter’ paragraph we give in the “Annexure 1” a statement on the matters specified in paragraph 3(xxi) of the Order.
2. As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate
financial statements and the other financial information of subsidiaries, as noted in the ‘other matter’ paragraph we report, to the
extent applicable, that:
(a) We/the other auditors whose report we have relied upon have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated
financial statements;
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the
financial statements have been kept so far as it appears from our examination of those books and reports of the other
auditors;
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including the Statement of Other
Comprehensive Income, the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity
dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the
consolidated financial statements;
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2023
taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors who are
appointed under Section 139 of the Act, of its subsidiary companies, none of the directors of the Group’s companies,
incorporated in India, is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2)
of the Act;
With respect to the adequacy of the internal financial controls with reference to consolidated financial statements of the
Holding Company and its subsidiary companies, incorporated in India, and the operating effectiveness of such controls,
refer to our separate Report in “Annexure 2” to this report;

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(f) In our opinion and based on the consideration of reports of other statutory auditors of the subsidiaries, the managerial
remuneration for the year ended March 31, 2023 has been provided by the Holding Company and its subsidiaries,
incorporated in India to their directors in accordance with the provisions of section 197 read with Schedule V to the Act;
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the
explanations given to us and based on the consideration of the report of the other auditors on separate financial statements
as also the other financial information of the subsidiaries, as noted in the ‘Other matter’ paragraph:
i. The consolidated financial statements disclose the impact of pending litigations on its consolidated financial position
of the Group, in its consolidated financial statements – Refer Note 32 to the consolidated financial statements;
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long- term contracts including derivative contracts – Refer (a)
Note 13(iv) to the consolidated financial statements in respect of such items as it relates to the Group,
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Holding Company and its subsidiaries, incorporated in India during the year ended March 31, 2023.
iv. a) The respective managements of the Holding Company and its subsidiaries, which are companies incorporated
in India whose financial statements have been audited under the Act have represented to us and the other
auditors of such subsidiaries, respectively that, to the best of its knowledge and belief, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of
funds) by the Holding Company or any of such subsidiaries, to or in any other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the respective Holding Company or any of such subsidiaries, associate
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The respective managements of the Holding Company and its subsidiaries, which are companies incorporated
in India whose financial statements have been audited under the Act have represented to us and the other
auditors of such subsidiaries, respectively that, to the best of its knowledge and belief, no funds have been
received by the respective Holding Company or any of such subsidiaries, from any person(s) or entity(ies),
including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise,
that the Holding Company or any of such subsidiaries, shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances
performed by us and that performed by the auditors of the subsidiaries, which are companies incorporated in
India whose financial statements have been audited under the Act, nothing has come to our or other auditor’s
notice that has caused us or the other auditors to believe that the representations under sub-clause (a) and
(b) contain any material mis-statement.
v) The interim dividend declared and paid during the year by the Holding Company and its subsidiaries, companies
incorporated in India and until the date of the respective audit reports of such Holding Company and its subsidiaries,
is in accordance with section 123 of the Act.
vi) As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable only w.e.f. April 1, 2023 for the
Holding Company and its subsidiaries companies incorporated in India, hence reporting under this clause is not
applicable.

For S.R. Batliboi & Associates LLP


Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth


Partner
Membership Number: 094524
UDIN: 23094524BGYIBX8102
Place of Signature: Gurugram
Date: April 27, 2023

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Annexure 1 to the Independent Auditor’s Report referred to in paragraph 1 of “Report on Other Legal and
Regulatory Requirements” of our report of even date

Re: Coforge Limited (“the Holding Company”)

3(xxi) Qualifications by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies included
in the consolidated financial statements are:

S.No Name CIN Holding company/ Clause number of the


subsidiary CARO report which is
qualified
1 Coforge Business Process Solutions U72200PN2001PTC204300 Subsidiary 3(vii)(a)
Private Limited (Formerly SLK Global Company
Solutions Private Limited)

For S.R. Batliboi & Associates LLP


Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth


Partner
Membership Number: 094524
UDIN: 23094524BGYIBX8102
Place of Signature: Gurugram
Date: April 27, 2023

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Annexure 2 to the independent auditor’s report of even date on the consolidated financial statements of Coforge
Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of Coforge Limited (hereinafter referred to as the “Holding
Company”) as of and for the year ended March 31, 2023, we have audited the internal financial controls with reference to consolidated
financial statements of the Holding Company and its subsidiaries which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the companies included in the Group, which are companies incorporated in India, are responsible
for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established
by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities
include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Holding Company’s internal financial controls with reference to consolidated
financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, specified under section 143(10) of the
Act, to the extent applicable to an audit of internal financial controls, both, issued by ICAI. Those Standards and the Guidance Note
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls with reference to consolidated financial statements was established and maintained and if such
controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference
to consolidated financial statements and their operating effectiveness. Our audit of internal financial controls with reference to
consolidated financial statements included obtaining an understanding of internal financial controls with reference to consolidated
financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including
the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports
referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal
financial controls with reference to consolidated financial statements.

Meaning of Internal Financial Controls with Reference to Consolidated Financial Statements

A company’s internal financial control with reference to consolidated financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company’s internal financial control with reference to consolidated
financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Inherent Limitations of Internal Financial Controls with Reference to Consolidated Financial Statements

Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including the
possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements to
future periods are subject to the risk that the internal financial controls with reference to consolidated financial statements may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Group , which are companies incorporated in India, have, maintained in all material respects, adequate internal
financial controls with reference to consolidated financial statements and such internal financial controls with reference to consolidated
financial statements were operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria
established by the Holding Company considering the essential components of internal control stated in the Guidance Note issued
by the ICAI.

Other Matters

Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with
reference to consolidated financial statements of the Holding Company, in so far as it relates to these two subsidiaries, which are
companies incorporated in India, is based on the corresponding reports of the auditors of such subsidiaries, incorporated in India.

For S.R. Batliboi & Associates LLP


Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth


Partner
Membership Number: 094524
UDIN: 23094524BGYIBX8102
Place of Signature: Gurugram
Date: April 27, 2023

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Independent Auditor’s Report on the Quarterly and Year to Date Consolidated Financial Results of the Company Pursuant
to the Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
To
The Board of Directors of
Coforge Limited
Report on the audit of the Consolidated Financial Results
Opinion
We have audited the accompanying statement of quarterly and year to date consolidated financial results of Coforge Limited (“Holding
Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), for the quarter ended
March 31, 2023 and for the year ended March 31, 2023 (“Statement”), attached herewith, being submitted by the Holding Company
pursuant to the requirement of Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended (“Listing Regulations”)
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the
reports of the other auditors on separate audited financial information of the subsidiaries, the Statement:
i. includes the results of the following entities;

S. No. Name of the entities


1 Coforge Limited (“Holding Company”)
2 Coforge SmartServe Limited
3 Coforge Services Limited
4 Coforge DPA Private Limited
5 Coforge SF Private Limited (erstwhile Whishworks IT Consulting Private Limited)
6 Coforge Business Process Solutions Private Limited (erstwhile SLK Global Solutions Private Limited)
7 Coforge Solutions Private Limited
8 Coforge Inc. USA
9 Coforge Pte Ltd. Singapore
10 Coforge U.K. Ltd. UK
11 NIIT Technologies Philippines Inc (under liquidation)
12 Coforge GmbH , Germany
13 Coforge FZ LLC , Dubai
14 Coforge Airline Technologies GmbH , Germany
15 Coforge DPA UK Ltd. (UK))
16 Coforge DPA Australia Pty Ltd., Australia
17 Coforge DPA NA Inc. (USA)
18 Coforge DPA Ireland Limited, Ireland
19 Coforge BPM Inc.
20 Coforge Healthcare Digital Automation LLC
21 Coforge Technologies (Australia) Pty Ltd., Australia
22 Coforge Limited, Thailand
23 Coforge BV, Netherlands
24 Coforge Advantage Go, U.K.
25 Coforge S.A., Spain
26 Coforge SPOLKA Z OGRANICZONA ODPOWIEDZIALNOSCIA, Poland
27 Coforge SDN. BHD, Malaysia
28 Coforge S.R.L., Romania
29 Coforge A.B., Sweden
30 Coforge SpA, Chile
31 Coforge SF Limited, UK (erstwhile Whishworks Limited, UK)
32 Coforge BPS Philippines Inc, (erstwhile SLK Global Philippines Inc, Philippines)
33 Coforge BPS America Inc. (erstwhile SLK Global Solutions America Inc., USA)
34 Coforge BPS North Carolina LLC (erstwhile SLK Global North Carolina LLC, USA)
35 Coforge Japan GK
ii. are presented in accordance with the requirements of the Listing Regulations in this regard; and

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iii. gives a true and fair view in conformity with the applicable accounting standards, and other accounting principles generally
accepted in India, of the consolidated net profit and other comprehensive income and other financial information of the Group
for the quarter ended March 31, 2023 and for the year ended March 31, 2023.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Companies
Act, 2013, as amended (“the Act”). Our responsibilities under those Standards are further described in the “Auditor’s Responsibilities
for the Audit of the Consolidated Financial Results” section of our report. We are independent of the Group, in accordance with the
‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and
other auditors in terms of their reports referred to in “Other Matter” paragraph below, is sufficient and appropriate to provide a basis
for our opinion.
Management’s Responsibilities for the Consolidated Financial Results
The Statement has been prepared on the basis of the consolidated annual financial statements. The Holding Company’s Board of
Directors are responsible for the preparation and presentation of the Statement that give a true and fair view of the net profit and
other comprehensive income and other financial information of the Group in accordance with the applicable accounting standards
prescribed under section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally
accepted in India and in compliance with Regulation 33 and 52 of the Listing Regulations. The respective Board of Directors of the
companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view
and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the
Statement by the Directors of the Holding Company, as aforesaid.
In preparing the Statement, the respective Board of Directors of the companies included in the Group are responsible for assessing
the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the respective Board of Directors either intends to liquidate the Group or to cease operations, or
has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial reporting
process of the Group.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Results
Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company
has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify

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our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement
represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group of which we are
the independent auditors and whose financial information we have audited, to express an opinion on the Statement. We are
responsible for the direction, supervision and performance of the audit of the financial information of such entities included in
the Statement of which we are the independent auditors. For the other entities included in the Statement, which have been
audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits
carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included in the Statement of
which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with
governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate
with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
We also performed procedures in accordance with the Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 issued by the
Securities Exchange Board of India under Regulation 33 (8) of the Listing Regulations, to the extent applicable.
Other Matter
The accompanying Statement includes the audited financial information, in respect of thirteen subsidiaries, whose financial
information include total assets of Rs 14,834 million, as at March 31, 2023, total revenues of Rs 6,724 million and Rs 23,564 million,
total net profit after tax of Rs. 110 and Rs. 1,711 million, total comprehensive income of Rs. 179 million and Rs. 1,714 million, for the
quarter and the year ended on that date respectively, and net cash outflows of Rs. 411 million for the year ended March 31, 2023, as
considered in the Statement which have been audited by their respective independent auditors.
The independent auditor’s report on the financial information of these entities have been furnished to us by the Management and
our opinion on the Statement in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based
solely on the reports of such auditors and the procedures performed by us as stated in paragraph above.
The accompanying Statement includes unaudited financial information in respect of thirteen subsidiaries, whose financial information
reflect total assets of Rs 819 million as at March 31, 2023, and total revenues of Rs 204 million and Rs 827 million, total net profit/
(loss) after tax of Rs. (1) million and Rs. 70 million, total comprehensive income/(loss) of Rs. (1) million and Rs. 70 million, for the
quarter and the year ended on that date respectively and net cash outflows of Rs. 3 million for the year ended March 31, 2023, whose
financial information have not been audited by any auditors.
These unaudited financial information have been approved and furnished to us by the Management and our opinion on the Statement,
in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on such unaudited
financial information. In our opinion and according to the information and explanations given to us by the Management, these financial
information are not material to the Group.
Our opinion on the Statement is not modified in respect of the above matters with respect to our reliance on the work done and the
reports of the other auditors and the financial information certified by the Management.
The Statement includes the results for the quarter ended March 31, 2023 being the balancing figures between the audited figures
in respect of the full financial year ended March 31, 2023 and the published unaudited year-to-date figures up to the end of the third
quarter of the current financial year, as required under the Listing Regulations.

For S.R. BATLIBOI & ASSOCIATES LLP


Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth


Partner
Membership No.: 094524

UDIN: 23094524BGYIBX8102
Place: Gurugram
Date: April 27, 2023

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COFORGE LIMITED
CONSOLIDATED BALANCE SHEET
(All amounts in Rs Mn unless otherwise stated)
As at As at
Particulars Notes
31 March 2023 31 March 2022
ASSETS
Non-current assets
Property, plant and equipment 3 4,455 4,452
Right-of-use assets 34 2,365 1,476
Capital work-in-progress 3 46 86
Goodwill 4 11,665 10,708
Other intangible assets 4 4,634 4,031
Intangible assets under development 4 - 82
Financial assets
Investments# 5(i) 0 0
Trade receivables 5(ii) 1,772 1,691
Other financial assets 5(iii) 479 421
Income tax assets (net of provisions) 7 233 607
Deferred tax assets (net) 6 3,757 2,736
Other non-current assets 9 1,364 1,045
Total non-current assets 30,770 27,335
Current assets
Contract assets 8 1,512 1,184
Financial assets
Trade receivables 5(ii) 16,131 13,894
Cash and cash equivalents 5(iv) 5,699 4,468
Other bank balances 5(v) 88 67
Other financial assets 5(iii) 187 662
Other current assets 9 2,447 1,934
Total current assets 26,064 22,209
TOTAL ASSETS 56,834 49,544
EQUITY AND LIABILITIES
Equity
Equity share capital 10 611 609
Other equity 11 30,214 26,722
Equity attributable to owners of Coforge Limited 30,825 27,331
Non-controlling interests (‘’NCI’’) 12 874 983
TOTAL EQUITY 31,699 28,314
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 13(i) 3,382 3,365
Lease liability 34 1,786 937
Trade payables 13(iii) 332 364
Other financial liabilities 13(iv) 324 2,908
Employee benefit obligations 14 1,276 1,047
Deferred tax liabilities 6 583 766
Other non-current liabilities 15 59 51
Total non- current liabilities 7,742 9,438

Current liabilities
Financial liabilities
Borrowings 13(ii) - 180
Lease liability 34 454 414
Trade payables 13(iii) 6,481 6,160
Other financial liabilities 13(iv) 7,377 2,398
Employee benefit obligations 14 360 316
Other current liabilities 15 2,721 2,324
Total current liabilities 17,393 11,792
TOTAL LIABILITIES 25,135 21,230
TOTAL EQUITY AND LIABILITIES 56,834 49,544
# 0 represents amount is below the round off norm adopted by the Group
The accompanying notes are an integral part of the consolidated financial statements.
As per our report of even date For and on Behalf of Board of Directors of Coforge Limited
For S.R. Batliboi & Associates LLP Sudhir Singh Hari Gopalakrishnan
Chartered Accountants CEO & Executive Director Director
Firm Registration No.101049W/E300004 DIN : 07080613 DIN : 03289463
Place : Gurugram Place : Mumbai
Date : 27 April 2023 Date : 27 April 2023

Yogender Seth Ajay Kalra Barkha Sharma


Partner Chief Financial Officer Company Secretary
Membership No.094524 Place : Gurugram Place : Gurugram
Place : Gurugram Date : 27 April 2023 Date : 27 April 2023
Date : 27 April 2023
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COFORGE LIMITED
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(All amounts in Rs Mn unless otherwise stated)
Year ended Year ended
Particulars Note
31 March 2023 31 March 2022
Revenue from operations 16 80,146 64,320
Other income 17 619 518
Total income 80,765 64,838

Expenses
Purchases of stock-in-trade / contract cost 551 1,724
Employee benefits expense 18 48,280 38,346
Depreciation and amortisation expense 19 2,585 2,272
Other expenses 20 18,508 13,231
Finance costs 21 806 650
Total expenses 70,730 56,223

Profit before exceptional items and tax 10,035 8,615


Exceptional items 22 523 -
Profit before tax 9,512 8,615
Income tax expense: 23
Current tax 2,492 1,774
Deferred tax (431) (306)
Total tax expense 2,061 1,468
Profit for the year 7,451 7,147

Other comprehensive income/(loss)


Items that may be reclassified to profit or loss
Fair value changes on derivatives designated as cash flow (393) 21
hedge, net
Exchange differences on translation of foreign operations 556 231
Income tax relating to items that will be reclassified to profit or loss 95 (3)
258 249
Items that will not be reclassified to profit or loss
Remeasurement of post - employment benefit obligations (expenses) / income 69 13
Income tax relating to items that will not be reclassified to profit or loss (11) 3
58 16
Other comprehensive income for the year, net of tax 316 265
Total comprehensive income for the year 7,767 7,412

Profit is attributable to:


Owners of Coforge Limited 6,938 6,617
Non-controlling interests 513 530
7,451 7,147
Other comprehensive income is attributable to:
Owners of Coforge Limited 303 248
Non-controlling interests 13 17
316 265
Total comprehensive income is attributable to:
Owners of Coforge Limited 7,241 6,865
Non-controlling interests 526 547
7,767 7,412
Earnings per equity share (of Rs 10 each) attributable to owners of Coforge Limited
Basic earnings per share 37 113.77 109.02
Diluted earnings per share 37 111.53 106.52
The accompanying notes are an integral part of the consolidated financial statements
As per our report of even date
For and on Behalf of Board of Directors of Coforge Limited
For S.R. Batliboi & Associates LLP Sudhir Singh Hari Gopalakrishnan
Chartered Accountants CEO & Executive Director Director
Firm Registration No.101049W/E300004 DIN : 07080613 DIN : 03289463
Place : Gurugram Place : Mumbai
Date : 27 April 2023 Date : 27 April 2023

Yogender Seth Ajay Kalra Barkha Sharma


Partner Chief Financial Officer Company Secretary
Membership No.094524 Place : Gurugram Place : Gurugram
Place : Gurugram Date : 27 April 2023 Date : 27 April 2023
Date : 27 April 2023

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COFORGE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
(All amounts in Rs Mn unless otherwise stated)
Year ended Year ended
Particulars
31 March 2023 31 March 2022
Cash flow from operating activities
Profit before tax after exceptional items 9,512 8,615

Adjustments for:
Depreciation and amortisation expense 2,585 2,272
Loss on disposal of property, plant and equipment (net) 13 -
Interest and finance charges 768 609
Employee share-based payment expense 544 355
Allowance for doubtful debts & contract assets (net) 72 16
Dividend and interest income (46) (31)
Realised and unrealised loss/ (gain) on investments - (3)
Unwinding of discount - finance income (116) (98)
3,820 3,120

Changes in operating assets and liabilities


(Increase)/Decrease in trade receivables (2,126) (3,152)
(Increase)/Decrease in other financial assets 282 600
(Increase)/Decrease in other assets (769) (1,276)
Increase/(Decrease) in employee benefit obligations 307 223
Increase/(Decrease) in trade payables 175 2,153
Increase/(Decrease) in other liabilities 1,104 19
Cash used from operations (1,027) (1,433)
Income taxes paid (2,800) (2,646)
Net cash inflow from operating activities 9,505 7,656

Cash flow from investing activities


Purchase of property, plant and equipment (1,582) (1,541)
Proceeds from sale of property, plant and equipment 45 66
Acquisition of a subsidiary / operations, net of cash acquired (Refer Note 31) (1,222) (8,557)
Proceeds from sale of current investments - 450
Interest received on bank deposits 43 18
Net cash (outflow) from investing activities (2,716) (9,564)

Cash flow from financing activities


Proceeds from issue of shares (including securities premium and taxes) 18 51
Purchase of additional stake in subsidiaries - (729)
Proceeds from term loan - 3,578
Repayment of term loan (180) (59)
Payment of principal portion of lease liabilities (421) (386)
Interest paid (714) (265)
Dividends paid to the NCI (751) (596)
Dividends paid to the Company's shareholders (3,534) (3,152)
Net cash (outflow) from financing activities (5,582) (1,558)

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COFORGE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
(All amounts in Rs Mn unless otherwise stated)
Year ended Year ended
Particulars
31 March 2023 31 March 2022

Net increase / (decrease) in cash and cash equivalents 1,207 (3,466)

Cash and cash equivalents at the beginning of the financial year 4,468 7,999

Effects of exchange rate changes on cash and cash equivalents 24 (65)

Cash and cash equivalents at the end of the financial year 5,699 4,468

Cash and Cash Equivalents comprise of:

Cheques, drafts on hand 119 2

Balances with banks 5,389 4,466

Fixed deposit accounts (less than 3 months maturity) 191 -

Total [Refer note 5(iv)] 5,699 4,468

The accompanying notes are an integral part of the consolidated financial statements
As per our report of even date
For and on Behalf of Board of Directors of Coforge Limited
For S.R. Batliboi & Associates LLP Sudhir Singh Hari Gopalakrishnan
Chartered Accountants CEO & Executive Director Director
Firm Registration No.101049W/E300004 DIN : 07080613 DIN : 03289463
Place : Gurugram Place : Mumbai
Date : 27 April 2023 Date : 27 April 2023

Yogender Seth Ajay Kalra Barkha Sharma


Partner Chief Financial Officer Company Secretary
Membership No.094524 Place : Gurugram Place : Gurugram
Place : Gurugram Date : 27 April 2023 Date : 27 April 2023
Date : 27 April 2023

196
COFORGE LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(All amounts in Rs Mn unless otherwise stated)
a. Equity Share Capital

Particulars Number Amount

As at 1 April 2021 60,592,349 606

Issue of Shares 320,803 3

As at 31 March 2022 60,913,152 609

As at 1 April 2022 60,913,152 609


ANNUAL REPORT 2022-23

Issue of Shares 173,928 2

As at 31 March 2023 61,087,080 611

b. Other Equity

Other Equity

Other Comprehensive
Description Reserves and Surplus
Income Total Non-
Other Controlling Total

197
Cash Foreign Interest
Capital Employee Equity
Capital Securities General Retained Flow Currency
Redemption Stock
Reserve Premium Reserves Earnings Hedging Translation
Reserve Option
Reserve Reserve

Balance at 1 April 2021 11 36 39 523 2,057 20,375 77 937 24,055 - 24,055

Profit for the year - - - - - 6,617 - - 6,617 530 7,147

Other comprehensive income - - - - - 4 18 226 248 17 265

Total comprehensive income for the year - - - - - 6,621 18 226 6,865 547 7,412

Transferred from Employee Stock Option Reserve on - - 297 (297) - - - - - - -


exercise of stock options (ESOP)

Tax benefit on share based payment # (Refer note 35) - - - - - 382 - - 382 - 382

Shares issued on exercise of employee stock options - - 48 - - - - - 48 - 48

Shares based payments expense - - - 349 - - - - 349 - 349

Dividend paid - - - - - (3,155) - - (3,155) - (3,155)

Change in fair value of NCI - - - - - (1,822) - - (1,822) - (1,822)

Derecognition of NCI to financial liability - - - - - - - - - (1,110) (1,110)

NCI arising from acquisition of subsidiary (Refer note 31) - - - - - - - - - 2,142 2,142

Dividend from subsidiary - - - - - - - - - (596) (596)

Balance as at 31 March 2022 11 36 384 575 2,057 22,401 95 1,163 26,722 983 27,705
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COFORGE LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(All amounts in Rs Mn unless otherwise stated)

Other Equity

Other Comprehensive
Description Reserves and Surplus
Income Total Non-
Other Controlling Total
Cash Foreign Interest
Capital Employee Equity
Capital Securities General Retained Flow Currency
Redemption Stock
Reserve Premium Reserves Earnings Hedging Translation
Reserve Option
Reserve Reserve

Balance at 1 April 2022 11 36 384 575 2,057 22,401 95 1,163 26,722 983 27,705
Profit for the year - - - - - 6,938 - - 6,938 513 7,451
ANNUAL REPORT 2022-23

Other comprehensive income - - - - - 51 (287) 540 304 13 317


Total comprehensive income for the year - - - - - 6,989 (287) 540 7,242 526 7,768
Transferred from Employee Stock Option Reserve on - - 235 (235) - - - - - - -
exercise of stock options (ESOP)
Tax benefit on share based payment # (Refer note 35) - - - - - 30 - - 30 - 30
Shares issued on exercise of employee stock options - - 16 - - - - - 16 - 16
Shares based payments expense - - - 544 - - - - 544 - 544
Dividend paid - - - - - (3,537) - - (3,537) - (3,537)

198
Change in fair value of NCI - - - - - (803) - - (803) - (803)
Derecognition of NCI to financial liability - - - - - - - - - 116 116
Dividend from subsidiary - - - - - - - - - (751) (751)
Balance as at 31 March 2023 11 36 635 884 2,057 25,080 (192) 1,703 30,214 874 31,088

# In certain jurisdictions, the Group is entitled to tax benefit on share based payment, over and above the share based payment expense recorded. Such tax benefit is
included in equity under the head “ Tax benefit on share based payment”.
The accompanying notes are an integral part of the consolidated financial statements
As per our report of even date
For and on Behalf of Board of Directors of Coforge Limited
For S.R. Batliboi & Associates LLP Sudhir Singh Hari Gopalakrishnan
Chartered Accountants CEO & Executive Director Director
Firm Registration No.101049W/E300004 DIN : 07080613 DIN : 03289463
Place : Gurugram Place : Mumbai
Date : 27 April 2023 Date : 27 April 2023

Yogender Seth Ajay Kalra Barkha Sharma


Partner Chief Financial Officer Company Secretary
Membership No.094524 Place : Gurugram Place : Gurugram
Place : Gurugram Date : 27 April 2023 Date : 27 April 2023
Date : 27 April 2023
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ANNUAL REPORT 2022-23
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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

A. Background
Coforge Limited (“the Company”) is a Company limited by shares, incorporated and domiciled in India. The Company delivers
services around the world directly and through its network of subsidiaries and overseas branches (collectively known as “the
Group”). The Group is rendering Information Technology/ Information Technology Enabled Services (“IT / ITES”) across various
geographies viz Americas, Europe, Middle East and Africa, India and Asia Pacific; and is engaged in Application Development
& Maintenance, Managed Services, Cloud Computing and Business Process Outsourcing to organizations in a number of
sectors viz. Financial Services, Insurance, Travel, Transportation & Logistics, Manufacturing & Distribution and Government.
The Company is a public listed company and is listed on BSE Limited and the National Stock Exchange (NSE). These financial
statements were authorised for issue in accordance with a resolution of the Board of Directors on 27 April 2023.

B. Basis of preparation of financial statements
(i) Compliance with Ind AS
The consolidated financial statements of the Group have been prepared in accordance with Indian Accounting Standards
(Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and
presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as
applicable to the consolidated financial statements.
The previous year number of Group include eleven months numbers of the Coforge Business Process Solutions Pvt.
Ltd and its subsidiaries (formerly known as SLK Global Solutions Pvt. Ltd.), hence previous year numbers are not
comparable.
(ii) Historical cost convention
The consolidated financial statements have been prepared on a historical cost basis, except for the following:
- certain financial assets and liabilities (including derivative instruments) and put option liability that are measured at
fair value;
- defined benefit plans - plan assets measured at fair value [Refer note 1 (p)]; and
- share-based payments [refer note 1(p)]
C. Use of Estimates and judgements
The preparation of financial statements in conformity with Ind AS requires the management to make estimates, assumptions and
judgements that affect the reported amounts of assets, liabilities, revenue, costs, expenses and other comprehensive income
that are reported and disclosed in the consolidated financial statements. These estimates are based on the management’s best
knowledge of current events, historical experience, actions that the Group may undertake in the future and on various other
assumptions that are believed to be reasonable under the circumstances. Significant estimates and assumptions are used, but
not limited to allowance for uncollectible trade and contract assets, impairment of goodwill and business combination. Actual
results could differ from those estimates. Changes in estimates are reflected in the financial statements in the period in which
the changes are made and represent management’s best estimate.
Other areas involving critical estimates and judgements are:
The preparation of financial statements requires the use of accounting estimates which, by definition, may not equal the actual
results. Management also needs to exercise judgment in applying the Group’s accounting policies.
This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are
more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.
Detailed information about each of these estimates and judgments is included in relevant notes together with information about
the basis of calculation for each affected line item in the financial statements.
Areas involving critical estimates and judgments are:
• Estimated goodwill impairment
Goodwill is tested for impairment on an annual basis and whenever there is an indication that the recoverable amount of
a cash generating unit (CGUs) is less than its carrying amount. For the impairment testing, goodwill is allocated to the

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

CGU or groups of CGUs which benefit from the synergies of the acquisition and which represent the lowest level at which
goodwill is monitored for internal management purposes. However, such cannot be larger than an operating segment as
defined in Ind AS 108 Operating Segments before aggregation.
The recoverable amount of CGUs is determined based on higher of value-in use and fair value less cost to sell. Key
assumptions in the cash flow projections are prepared based on current economic conditions and comprises estimated
long term revenue growth rates, weighted average cost of capital and estimated operating margins.
• Impairment of trade receivables
The impairment provisions of financial assets are based on assumptions about risk of default and expected timing of
collection. The Group uses judgment in making these assumptions and selecting the inputs to the expected credit loss
calculation based on the Group’s history of collections, customer’s creditworthiness, existing market conditions as well as
forward looking estimates at the end of each reporting period.
The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are
based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by geography,
product type, customer type and rating, and coverage by letters of credit and other forms of credit insurance).
• Business combination
In accounting for business combinations, judgment is required in identifying whether an identifiable intangible asset
is to be recorded separately from goodwill. Additionally, estimating the acquisition date fair value of the identifiable
assets acquired (including useful life estimates), liabilities assumed, and contingent consideration assumed involves
management judgment. These measurements are based on information available at the acquisition date and are based
on expectations and assumptions that have been deemed reasonable by management. Changes in these judgments,
estimates, and assumptions can materially affect the results of operations. [Refer note 1(s)].
Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the group and that are believed to be reasonable under
the circumstances.
D. Basis of consolidation
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity
when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over
the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the
Group gains control until the date the Group ceases to control the subsidiary.
Goodwill arising on acquisition of control is determined as per the business combination accounting policy [Refer note
1(s)]. The group combines the financial statements of the parent and its subsidiaries line by line by adding together like
items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealized gains on
transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred asset. Accounting policies / different accounting period end of
subsidiaries have been changed where necessary to ensure consistency with the policies / accounting period adopted by
the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of
profit and loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement
of financial position respectively.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

(ii) Changes in ownership interests


The group treats transactions with non - controlling interests that do not result in a loss of control as transactions with
equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of
the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the
amount of the adjustment to non-controlling interests and fair value of any consideration paid or received is recognized
within equity.
When the group ceases to consolidate a subsidiary because of a loss of control, any retained interest in the entity is
remeasured to its fair value with the change in carrying amount recognized in profit or loss. This fair value becomes the
initial carrying amount for the purpose of subsequently accounting for the retained interest as an associate, joint venture
or financial asset. In addition, any amounts previously recognized in other comprehensive income are reclassified to profit
or loss. Any investment retained is recognised at fair value.
1 Significant accounting policies
(a) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the ‘functional currency’). For each entity, the Group determines
the functional currency and items included in the financial statements of each entity are measured using that functional
currency. Financial statements of the group are presented in Indian Rupee (INR), which is the parent company’s functional
and the group’s presentation currency.
(ii) Transactions & Balances
All foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between
the functional currency and the foreign currency at the monthly rate which approximately equals to exchange rate at the
transaction date.
As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign
currency are reported using the exchange rate at the date of the transaction. All monetary assets and liabilities in foreign
currency are restated at the end of the accounting period. Exchange difference on restatement as well as settlement of
monetary items are recognized in the Statement of Profit and Loss.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyper inflationary economy)
that have a functional currency different from the presentation currency are translated into the presentation currency as
follows:
- assets and liabilities are translated at the closing rate at the date of the balance sheet
- income and expenses are translated at the monthly average rates (unless this is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions), and
- all resulting exchange differences are recognized in other comprehensive income.
When a foreign operation is sold/wound up, the associated exchange differences are reclassified to profit or loss, as part
of the gain or loss on sale/winding up.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the closing rates.
(b) Revenue from operations
The Group derives revenues primarily from business Information Technology services comprising of software development
and related services, consulting and package implementation and from the licensing of software products offerings (“together
called as software related services”). The Group’s arrangements with customers for software related services are time-and-

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

material, fixed-price, fixed capacity / fixed monthly, transaction based or multiple element contracts involving supply of hardware
or software with other services. The group classifies revenue from sale of it’s own licenses and revenue from contracts where
sale of hardware is a distinct performance obligation as Sale of products and the remaining software related services as Sale
of services.
Revenues from customer contracts are considered for recognition and measurement when the contract has been approved
by the parties to the contract, the parties to contract are committed to perform their respective obligations under the contract,
and the contract is legally enforceable. Revenue is recognized upon transfer of control of promised products or services to
customers in an amount that reflects the consideration which the Group expects to receive in exchange for those products or
services. The Group presents revenues net of indirect taxes in its statement of Profit and loss.
In case of arrangement involving resale of third-party products or services, the Group evaluates whether the Group is the
principal (i.e. report revenues on a gross basis) or agent (i.e. report revenues on a net basis). In doing so, the Group first
evaluates whether the Group controls the good or service before it is transferred to the customer. If Group controls the good or
service before it is transferred to the customer, the Group is the principal; if not, the Group is the agent.
In case of multiple element contracts, at contract inception, the Group assesses its promise to transfer products or services to
a customer to identify separate performance obligations. The Group applies judgement to determine whether each product or
service promised to a customer is capable of being distinct, and are distinct in the context of the contract, if not, the promised
products or services are combined and accounted as a single performance obligation. The Group allocates the arrangement
consideration to separately identifiable performance obligation based on their relative stand-alone selling price or residual
method. Stand-alone selling prices are determined based on sale prices for the components when it is regularly sold separately,
in cases where the Group is unable to determine the stand-alone selling price the Group uses third-party prices for similar
deliverables or the Group uses expected cost-plus margin approach in estimating the stand-alone selling price.
Method of revenue recognition
Revenue on time-and material contracts are recognized over time as the related services are performed.
Revenue from fixed-price, fixed-capacity and fixed monthly contracts, where the performance obligations are satisfied over
time, is recognized as per the percentage-of completion method. The performance obligations are satisfied as and when the
services are rendered since the customer generally obtains control of the work as it progresses.
Percentage of completion is determined based on project costs incurred to date as a percentage of total estimated project costs
required to complete the project. The cost expended (or input) method has been used to measure progress towards completion
as there is a direct relationship between input and productivity. If the Group is not able to reasonably measure the progress
of completion, revenue is recognized only to the extent of costs incurred, for which recoverability is probable. When total cost
estimates exceed revenues in an arrangement, the estimated losses are recognized in the consolidated statement of income in
the period in which such losses become probable based on the current contract estimates as an onerous contract provision.
Revenue from transaction based contracts is recognised at the amount determined by multiplying transaction rate to actual
transactions taking place during a period.
Revenue from licenses where the customer obtains a “right to use” the licenses is recognized at the time the license is made
available to the customer. Revenue from licenses where the customer obtains a “right to access” is recognized over the access
period.
Contract balances
Revenues in excess of invoicing are treated as contract assets while invoicing in excess of revenues are treated as contract
liabilities. The Group classifies amounts due from customer as receivable or contract assets depending on whether the right to
consideration is unconditional. If only the passage of time is required before payment of the consideration is due, the amount is
classified as receivable. Otherwise, such amounts are classified as contract assets.
Contract costs
Incremental costs of obtaining a contract and costs incurred in fulfilling a contract with customer are recognised as contract
costs assets and amortized over the term of the contract on a systematic basis.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)
Others
Contract modifications are accounted for when additions, deletions or changes are approved either to the contract scope or
contract price. The accounting for modifications of contracts involves assessing whether the services added to an existing
contract are distinct and whether the pricing is at the standalone selling price. Services added that are not distinct are accounted
for on a cumulative catch-up basis. Services that are distinct are accounted for prospectively, either as a separate contract, if
the additional services are priced at the standalone selling price, or as a termination of the existing contract and creation of a
new contract if not priced at the standalone selling price.
The Group accounts for variable considerations like, volume discounts, rebates and pricing incentives to customers and
penalties as reduction of revenue on a systematic and rational basis over the period of the contract. The Group estimates an
amount of such variable consideration using expected value method or the single most likely amount in a range of possible
consideration depending on which method better predicts the amount of consideration to which the Group may be entitled and
when it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated
with the variable consideration is resolved.
The Group assesses the timing of the transfer of goods or services to the customer as compared to the timing of payments to
determine whether a significant financing component exists. As a practical expedient, the Group does not assess the existence
of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the
difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component
is deemed to exist.
(c) Income Taxes
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary
differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Company and its subsidiaries (including branches) operate and generate taxable
income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid
to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax basis of
assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are
not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction
affects neither accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that
have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related
deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred tax assets are recognized for all deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle
the liability simultaneously.
Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments
in subsidiaries and branches where the group is able to control the timing of the reversal of the temporary differences and it is
probable that the differences will not reverse in the foreseeable future.
Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of investments in
subsidiaries and branches where it is not probable that the differences will reverse in the foreseeable future and taxable profit
will not be available against which the temporary difference can be utilised.
Current tax and deferred tax are recognized in statement of profit or loss, except to the extent that it relates to items recognized
in Other Comprehensive Income or directly in equity. In this case, the tax is also recognized in Other Comprehensive Income
or directly in equity, respectively.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Minimum Alternate Tax (MAT) paid as per Indian Income Tax Act, 1961 is in the nature of unused tax credit which can be carried
forward and utilised when the Group will pay normal income tax during the specified year. Deferred tax assets on such tax credit
are recognised to the extent that it is probable that the unused tax credit can be utilised in the specified future year based on
the internal projections of the Management. The net amount of tax recoverable from the taxation authority is included as part of
the deferred tax assets in the consolidated financial statements.
(d) Leases
The Group as a lessee
The Group’s lease asset classes primarily consist of leases for land, buildings and vehicles. The Group assesses whether a
contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control
the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right
to control the use of an identified asset, the Group assesses whether: (i) the contact involves the use of an identified asset (ii)
the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Group
has the right to direct the use of the asset.
At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding lease
liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term
leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease payments as an
operating expense on a straight-line basis over the term of the lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term.
ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any
lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives.
They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term
and useful life of the underlying asset.
The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the
incremental borrowing rates in the country of domicile of these leases. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future
payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment
of an option to purchase the underlying asset. The lease liability is initially measured at amortized cost at the present value of
the future lease payments.
Lease liability and ROU asset have been separately presented in the consolidated statement of financial position and lease
payments have been classified as financing cash flows.
(e) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash in hand, deposits held
at call with financial institutions, other short-term highly liquid investments with original maturities of three months or less that
are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank
overdraft.
Bank overdrafts are shown within borrowings in current liabilities in the consolidated statement of financial position.
(f) Inventories
Inventories represent items of traded goods that are specific to execute composite contracts of software services and IT
infrastructure management services and also include finished goods which are interchangeable and not specific to any project.
Inventory is carried at the lower of cost or net realizable value. The net realizable value is determined with reference to selling
price of goods less the estimated cost necessary to make the sale. Cost of goods that are procured for specific projects is
assigned by specific identification of their individual costs. Cost of goods which are interchangeable and not specific to any
project is determined using weighted average cost formula.

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(g) Investments and other financial assets


A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity.
(i) Initial recognition and measurement
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value
through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
(ii) Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
 Debt instruments at amortised cost
 Debt instruments at fair value through other comprehensive income (FVTOCI)
 Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)
 Equity instruments measured at fair value through other comprehensive income (FVTOCI)
(i) Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the
cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt
instruments:
Amortized cost: A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows,
and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding.
This category is the most relevant to the entity. After initial measurement, such financial assets are subsequently
measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking
into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included in other income in the profit or loss. The losses arising from impairment are recognised in
the profit or loss. This category generally applies to trade and other receivables.
Fair value through other comprehensive income (FVOCI): A ‘debt instrument’ is classified as at the FVTOCI if both of the
following criteria are met:
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial
assets, and
b) The asset’s contractual cash flows represent SPPI.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair
value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Group recognizes
interest income, impairment losses & reversals and foreign exchange gain or loss in the P&L. On derecognition of the
asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to P&L. Interest earned whilst
holding FVTOCI debt instrument is reported as interest income using the EIR method.
Fair value through profit or loss: FVTPL is a residual category for debt instruments. Any debt instrument, which does
not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL. In addition, the
Group may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL.
However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency,
however no such designation has been made. Debt instruments included within the FVTPL category are measured at fair
value with all changes recognized in the P&L.

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(All amounts in Rs Mn unless otherwise stated)

(ii) Equity instruments


All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading
and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are
classified as at FVTPL. For all other equity instruments, the entity may make an irrevocable election to present in other
comprehensive income subsequent changes in the fair value. The entity makes such election on an instrument-by-
instrument basis. The classification is made on initial recognition and is irrevocable.
If the entity decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding
dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment.
However, the entity may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the
P&L.
(iii) Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a entity of similar financial assets) is
primarily derecognised (i.e. removed from the entity’s consolidated balance sheet) when:
 The rights to receive cash flows from the asset have expired, or
 The entity has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement: and
either (a) the entity has transferred substantially all the risks and rewards of the asset, or (b) the entity has
neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control
of the asset.
When the entity has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has
neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the
asset, the entity continues to recognise the transferred asset to the extent of the entity’s continuing involvement.
In that case, the entity also recognises an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the entity has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum amount of consideration that the entity could be required to
repay.
(iv) Impairment of financial assets
In accordance with Ind AS 109, the entity applies expected credit loss (ECL) model for measurement and recognition
of impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits,
trade receivables and bank balance
b) Trade receivables, unbilled revenue/ contract assets or any contractual right to receive cash or another financial
asset that result from transactions that are within the scope of Ind AS 115.
c) Financial assets that are debt instruments and measured as at FVTOCI
The entity follows ‘simplified approach’ for recognition of impairment loss allowance on:
 Trade receivables or contract revenue receivables; and
The application of simplified approach does not require the entity to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
ECL is the difference between all contractual cash flows that are due to the entity in accordance with the contract
and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When
estimating the cash flows, an entity is required to consider:

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 All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the
expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument
cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial
instrument.
As a practical expedient, the entity uses a provision matrix to determine impairment loss allowance on portfolio of
its trade receivables and contract assets. The provision matrix is based on its historically observed default rates
over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting
date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.
ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the
statement of profit and loss (P&L). This amount is reflected under the head ‘other expenses’ in the P&L. The balance
sheet presentation for contractual revenue receivables (ECL) is presented as an allowance, i.e., as an integral part
of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the
asset meets write-off criteria, the entity does not reduce impairment allowance from the gross carrying amount.
(h) Financial liabilities
(i) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans
and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables plus
directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, loans and
borrowings and derivative financial instruments.
(ii) Subsequent measurement
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at
the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL,
fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ loss are not
subsequently transferred to P&L. However, the group may transfer the cumulative gain or loss within equity. All other
changes in fair value of such liability are recognised in the statement of profit or loss. The group has not designated
any financial liability as at fair value through profit and loss.
Loans and borrowings
This is the category most relevant to the group. After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss
when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
This category generally applies to borrowings.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition
of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in the statement of profit or loss.
(i) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability

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(All amounts in Rs Mn unless otherwise stated)

simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal
course of business and in the event of default, insolvency or bankruptcy of the group or the counterparty.
(j) Other Income
Interest income
Interest income is recognized using effective interest rate method taking into account the amount outstanding and the rate of
Interest applicable (refer policy to investment and other financial assets).
Dividends
Dividends are recognized in profit or loss only when the right to receive payment is established, it is probable that the economic
benefits associated with the dividend will flow to the group, and the amount of the dividend can be measured reliably.
Government incentives
Government incentives are recognized where there is reasonable assurance that the incentive will be received and all attached
conditions have been complied with. The incentives received under the schemes are recorded as other income.
(k) Derivatives and hedging activities
The Group uses derivative financial instruments viz. forward currency contracts to hedge its exposure to foreign currency risk
in forecast transactions and firm commitments. Such derivative financial instruments are initially recognised at fair value on the
date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as
financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective
portion of cash flow hedges, which is recognised in OCI and later reclassified to profit or loss.
Cash flow hedges
For the purpose of hedge accounting, cash flow hedges are designated when hedging the exposure to variability in cash
flows that is either attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast
transaction or the foreign currency risk in an unrecognised firm commitment. At the inception of a hedge relationship, the Group
formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk
management objective and strategy for undertaking the hedge. The documentation includes the group’s risk management
objective and strategy for undertaking hedge, the hedging/ economic relationship, the hedged item or transaction, the nature of
the risk being hedged, hedge ratio and how the entity will assess the effectiveness of changes in the hedging instrument’s fair
value in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such
hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an
ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which
they were designated.
The Group uses forward currency contracts as hedges of its exposure to foreign currency risk in forecast transactions and firm
commitments.
The effective portion of the gain or loss on the hedging instrument is recognised in OCI and accumulated in the cash flow hedge
reserve, while any ineffective portion is recognised immediately in the statement of profit and loss.
Amounts recognised as OCI are transferred to profit or loss when the hedged transaction affects profit or loss, such as when
the forecast sale occurs.
When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting,
any cumulative deferred gain or loss remains in equity until the forecast transaction occurs. When the forecast transaction is no
longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately
reclassified to statement of profit and loss.
(l) Property, plant and equipment
Freehold land is carried at historical cost less impairment losses, if any. All other items of property, plant and equipment are
stated at historical cost less accumulated depreciation less impairment losses, if any. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.

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(All amounts in Rs Mn unless otherwise stated)

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured
reliably. Such cost also includes the cost of replacing part of the plant and equipment if the recognition criteria are met. When
significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based
on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount
of the plant and equipment as a replacement if the recognition criteria are satisfied. The carrying amount of any component
accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or
loss during the reporting period in which they are incurred.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or
loss within other income/expenses as applicable.
The cost of assets not ready for used before balance sheet date are disclosed under capital work in progress. Capital work in
progress is stated at cost, net of accumulated impairment loss, if any.
Depreciation methods, estimated useful lives and residual value
Depreciation is provided on a pro-rata basis on the straight-line method over the estimated useful lives of the assets. The
estimates of useful lives of the assets are as follows:

Asset Useful life


Buildings 60 years
Plant and Machinery:
Computers and peripherals 2-5 years
Office Equipment 5 years
Other assets 3-15 years
Furniture and Fixtures 4-10 years
Leasehold improvements 3 years or lease period whichever is lower
Vehicles 8 years
The asset’s residual values and useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.
(m) Intangible assets
(i) Goodwill
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortized but it is tested for
impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is
carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity / operations include the
carrying amount of goodwill relating to the entity / operations sold.
Goodwill is allocated to Cash-Generating Units (CGU) or group of CGUs for the purpose of impairment testing. The
allocation is made to those cash-generating units that are expected to benefit from the business combination in which
the goodwill arose. The CGU are identified at the lowest level at which goodwill is monitored for internal management
purposes, which in our case are the acquired business / operations. In case the acquired business/operations are spread
across multiple operating segments, the Goodwill as well as other assets of the CGU are further allocated to ensure that
goodwill impairment testing does not cross limits of an operating segments.
(ii) Brand, Customer Relationships and other rights
Separately acquired patents and copyrights are shown at historical cost. Non-Compete, Brand and Customer relationship
acquired in a business combination are recognized at fair value at the acquisition date. They have a finite useful life and
are subsequently carried at cost less accumulated amortization and impairment losses.
(iii) Computer software
Costs associated with maintaining software programs are recognized as an expense as incurred. Development costs that
are directly attributable to the design and testing of identifiable and unique software products controlled by the group are
recognized as intangible assets when the following criteria are met:
- It is technically feasible to complete the software so that it will be available for use

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(All amounts in Rs Mn unless otherwise stated)

- Management intends to complete the software and use or sell it


- There is an ability to use or sell the software
- It can be demonstrated how the software will generate probable future economic benefits
- Adequate technical, financial and other resources to complete the development and to use or sell the software are
available, and
- The expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalized as part of the software include employee costs and an appropriate portion
of relevant overheads.
During the period of development, the asset is tested for impairment annually. Capitalized development costs are recorded
as intangible assets and amortized from the point at which the asset is available for use.
The external computer software acquired separately are measured on initial recognition at cost. After initial recognition/
capitalisation, all software are carried at cost less accumulated amortization and impairment losses, if any.
(iv) Research and development
Research expenditure and development expenditure that do not meet the criteria in (iii) above are recognized as an
expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a
subsequent period.
(v) Amortization methods and periods
The Group amortizes intangible assets with a finite useful life using the straight-line method over the following
periods:
Internally developed software 3-5 years
Computer software - external 3 years
Non - compete fees 3-6 years
Brand 10 years
Customer Contract/ Relationships 5-10 years
Project specific software are amortized over the project duration. The asset’s residual values and useful life are reviewed,
and adjusted if appropriate, at the end of each reporting period.
(vi) Impairment of non-financial assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. For other non-
financial assets, including property, plant and equipment, ROU assets and intangible assets having finite useful lives, the
Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount.
The recoverable amount is higher of an asset’s fair value less cost of disposal or value in use. The recoverable amount is
determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those
from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount,
the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining
fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be
identified, an appropriate valuation model is used.
The Group bases its impairment calculation on most recent budgets and forecast calculations, which are prepared
separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast
calculations generally cover a period of five years. A long-term growth rate is calculated and applied to project future cash
flows after the fifth year.

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(All amounts in Rs Mn unless otherwise stated)

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Impairment losses are recognised in the statement of profit or loss under the head depreciation and amortisation
expense.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication
that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group
estimates the asset’s or CGU’s recoverable amount.
(n) Borrowing Costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalized during the period of time, that is required to complete and prepare the asset for its intended use or sale.
Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. The
Group has not capitalised any material borrowing costs.
Other borrowing costs are expensed in the period in which they are incurred.
(o) Provisions and contingent liabilities
Provisions for legal claims and service warranties are recognized when the Group has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and
the amount can be reliably estimated. Provisions are not recognized for future operating losses. The expense relating to
a provision is presented in the statement of profit and loss net of any reimbursement (recognised only if realisation is
virtually certain). If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.
Provision for onerous contracts are recognized when the expected benefits to be derived by the Group from a contract
are lower than the unavoidable cost of meeting the future obligations under the contract. The provision is measured at
present value of the lower of the expected cost of termination the contract and the expected net cost of continuing with the
contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with the
contract to the statement of profit and loss.
Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a
present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources
embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured
with sufficient reliability. Contingent liabilities are not recognised; however, their existence is disclosed in the financial
statements.
(p) Employee benefit obligations
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service are recognized in respect of employees’
services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities
are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
(ii) Other long-term employee benefit obligations
The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the
period in which the employees render the related service. They are therefore measured as the present value of expected
future payments to be made in respect of services provided by employees up to the end of the reporting period using
the projected unit credit method. The benefits are discounted using the appropriate market yields on government bonds
at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements
comprising of as a result of experience adjustments and changes in actuarial assumptions are recognised immediately in
the statement of profit and loss in the period in which they occur.

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(All amounts in Rs Mn unless otherwise stated)
(iii) Post - employment obligations
Defined benefit plans:
Provident Fund
Employees Provident Fund contributions are made to a Trust administered by the Group. The Group’s liability is actuarially
determined (using the Projected Unit Credit method) at the end of the year. The contributions made to the trust are
recognised as plan assets. The defined benefit obligation recognised in the balance sheet represents the present value of
the defined benefit obligation as reduced by the fair value of plan assets. If the interest earnings and cumulative surplus
of Trust are less than the present value of the defined benefit obligation the interest shortfall is provided for as additional
liability of employer and charged to the statement of profit and loss.
Gratuity
Gratuity is a post employment defined benefit plan. The liability recognized in the Balance Sheet in respect of gratuity is
the present value of the defined benefit obligation at the Balance Sheet date less fair value of plan assets. The Group’s
liability is actuarially determined (using the projected unit credit method) at the end of each year.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in retained
earnings in the statement of changes in equity and in the balance sheet.
Past service costs are recognised in profit or loss on the earlier of:
 The date of the plan amendment or curtailment, and
 The date that the Group recognises related restructuring costs.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises
the following changes in the net defined benefit obligation as an expense in the consolidated statement of profit and loss:
 Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-
routine settlements; and
 Net interest expense or income.
Defined contribution plan:
Superannuation
The Group makes defined contribution to a Trust established for this purpose. The Group has no further obligation beyond
its monthly contributions. The Group’s contribution towards Superannuation Fund is charged to Statement of Profit and
Loss on accrual basis.
Overseas Employees
In respect of employees of the overseas branches where ever applicable , the Group makes defined contributions on a
monthly basis towards the retirement saving plan which are charged to the Statement of Profit and Loss on accrual basis.
(iv) Share-based payments
Share-based compensation benefits are provided to employees via the Coforge Employee Stock Option Plan 2005
Equity settled employee stock options
The fair value of options granted under Employee Stock Option Plan is recognized as an employee benefits expense with
a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the
options granted:

- including any market performance conditions

- excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth
targets and remaining an employee of the entity over a specified time period), and

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(All amounts in Rs Mn unless otherwise stated)

- including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares
for a specific period of time)

The total expense is recognized over the vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that
are expected to vest based on the non-market vesting and service conditions. It recognizes the impact of the revision to
original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

(q) Dividends

Dividend to shareholders is recognised as a liability and deducted from equity, in the year / period in which the dividends are
approved by the shareholders.

(r) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing:

- The profit attributable to owners of the Group

- By weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in
equity shares issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account.

- The after income tax effect of interest and other financing costs associated with dilutive potential equity shares and

- The weighted average number of additional equity shares that would have been outstanding assuming the conversion
of all dilutive potential equity shares.

(s) Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate
of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the
acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree
at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as
incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their acquisition date
fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are
measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not
probable.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount
recognized for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities
assumed.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-
generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the
acquiree are assigned to those units.

Liability for non-controlling interests

Liability for put option issued to non-controlling interests which do not grant present access to ownership interest to the Group
is recognised at present value of the redemption amount and is reclassified from equity. At the end of each reporting period, the
non-controlling interests subject to put option is derecognised and the difference between the amount derecognised and present
value of the redemption amount, which is recorded as a financial liability, is accounted for as an equity transaction.

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(All amounts in Rs Mn unless otherwise stated)

(t) Non-current assets held for sale

The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered
principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified
as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the
incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax
expense.

The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal
group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is
unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be
committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification.

Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale.

Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position.

(u) Fair value measurements

The Group measures financial instruments, such as investment in mutual funds and derivatives, at fair value at each balance
sheet date. The Group also measures assets and liabilities acquired in business combination at fair value. Fair value is the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer
the liability takes place either - 

 - in the principal market for the asset or liability, or

 - in the absence of a principal market, in the most advantageous market for the asset or liability

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a
whole:

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

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
At each reporting date, management analyses the movements in the values of assets and liabilities which are required to be
remeasured or re-assessed as per the Group’s accounting policies. For this analysis, management regularly reviews significant
unobservable inputs applied in the valuation by agreeing the information in the valuation computation to contracts and other
relevant documents.
(v) Current versus non-current classification
The Group presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle
- Held primarily for the purpose of trading
- Expected to be realised within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after
the reporting period

214
ANNUAL REPORT 2022-23
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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

All other assets are classified as non-current.


A liability is current when:
- It is expected to be settled in normal operating cycle
- It is held primarily for the purpose of trading
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash
equivalents. The group has identified twelve months as its operating cycle.
(w) Rounding of amounts
All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest millions, unless
otherwise stated.

2 Recent Accounting Pronouncements

New and amended standards adopted by the group

The Ministry of Corporate Affairs had vide notification dated 23 March 2022 notified Companies (Indian Accounting Standards)
Amendment Rules, 2022 which amended certain accounting standards, and are effective 1 April 2022. These amendments did
not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future
periods.

New amendments issued but not effective

Ministry of Corporate Affairs(“MCA”)notifies new standards or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. On March 31, 2023,MCA amended the Companies (Indian Accounting
Standards) Amendment Rules, 2023, as below:

Ind AS 1 - Presentation of Financial Statements - This amendment requires the entities to disclose their material accounting
policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods
beginning on or after April 1, 2023. The Group has evaluated the accounting policy information disclosures to ensure consistency
with the amended requirements and concluded that no change is required.

Ind AS 8 - Accounting Policies, Change in Accounting Estimates and Errors - This amendment has introduced a definition
of ‘accounting estimates’ and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from
changes in accounting estimates.The effective date for adoption of this amendment is annual periods begining on or after
April 1, 2023. The Group has evaluated the accounting policy information disclosures to ensure consistency with the amended
requirements and concluded that no change is required.

Ind AS 12 - Income Taxes - This amendment has narrowed the scope of the initial recognition exemption so that it does
not apply to transactions that give rise to equal and offsetting temporary differences. The effective date for adoption of this
amendment is annual periods beginning on or after April 1, 2023. The Group has evaluated the accounting policy information
disclosures to ensure consistency with the amended requirements and concluded that no change is required.

215
Notes to the Consolidated Financial Statements
(All amounts in Rs Mn unless otherwise stated)
3 Property, plant and equipment
Buildings Plant and Plant and Plant and Furniture Lease Hold Vehicles Total Capital
Freehold Machinery Machinery Machinery and Improvements work in
Particulars
Land -Computers and -Office - Others Fixtures progress
Peripherals Equipment
Gross carrying amount
As at 1 April 2021 - 2,376 2,182 181 1,299 628 61 405 7,132 2
Addition pursuant to acquisition of subsidiary during 96 291 139 32 53 40 93 - 744 13
the year
Additions - 1 800 21 23 12 22 112 991 104
Disposals - - (189) (28) (21) (12) (47) (94) (391) -
Translation Adjustment - - (16) (2) - (1) (2) - (21) -
Transfers/Adjustment - - - - - - - - - (33)
As at 31 March 2022 96 2,668 2,916 204 1,354 667 127 423 8,455 86
ANNUAL REPORT 2022-23

Accumulated depreciation
As at 1 April 2021 - 234 1,674 145 862 427 56 136 3,534 -
Depreciation charge for the year - 47 468 34 91 72 48 52 812 -
Disposals - - (179) (28) (14) (21) (42) (45) (329) -
Translation Adjustment - - (13) (1) - (1) 1 - (14) -

As at 31 March 2022 - 281 1,950 150 939 477 63 143 4,003 -

Net carrying amount as at 31 March 2022 96 2,387 966 54 415 190 64 280 4,452 86

216
Buildings Plant and Plant and Plant and Furniture Lease Hold Vehicles Total Capital
Freehold Machinery Machinery Machinery and Improvements work in
Particulars
Land -Computers and -Office - Others Fixtures progress
Peripherals Equipment
Gross carrying amount
As at 1 April 2022 96 2,668 2,916 204 1,354 667 127 423 8,455 86
Additions 15 44 355 4 54 31 138 258 899 133
Disposals - - (456) (1) (469) (16) (7) (90) (1,039) -
Translation Adjustment - - 42 4 (4) 6 7 55 -
Transfers/Adjustment - - - - 7 (7) - - - (173)
As at 31 March 2023 111 2,712 2,857 211 942 681 265 591 8,370 46

Accumulated depreciation
As at 1 April 2022 - 281 1,950 150 939 477 63 143 4,003 -
Depreciation charge for the year - 46 535 24 80 46 52 60 843 -
Disposals - - (452) (1) (468) (10) (7) (43) (981) -
Translation Adjustment - - 44 3 (5) 5 3 50 -
As at 31 March 2023 - 327 2,077 176 546 518 111 160 3,915 -

Net carrying amount as at 31 March 2023 111 2,385 780 35 396 163 154 431 4,455 46

Capital work in progress aging

Amounts in Capital work in progress for a period of


Projects in progress
Less than 1 year 1 -2 years 2-3 years More than 3 years Total
31-Mar-2023 46 - - - 46
31-Mar-2022 86 - - - 86
Engage With The Emerging
Notes to the Consolidated Financial Statements
(All amounts in Rs Mn unless otherwise stated)
4 Intangible assets
Following are the changes in the carrying value of goodwill and intangible assets for the year ended 31 March 2022:
Other Intangible assets
Internally Non- Intangible
Particulars Acquired Customer
developed Patents Brand* compete Total assets under
software relationships* Goodwill
software fee* development
Gross carrying amount
As at 1 April 2021 1,138 448 9 501 1,844 449 4,389 - 4,288
Addition pursuant to acquisition of subsidiary during the year 4 - - - 3,176 50 3,230 - 6,317
Additions 347 - - - - - 347 82 -
Disposals (793) - - - - - (793) - -
Translation Adjustment (1) (6) - 18 38 8 57 - 165
As at 31 March 2022 695 442 9 519 5,058 507 7,230 82 10,770
ANNUAL REPORT 2022-23

Accumulated amortization and impairment


As at 1 April 2021 1,070 398 5 155 928 369 2,925 - 62
Amortization charge for the year 322 51 - 52 569 55 1,049 - -
Disposals (789) - - - - - (789) - -
Translation Adjustment (1) (7) - 2 15 5 14 - -
As at 31 March 2022 602 442 5 209 1,512 429 3,199 - 62

Net carrying amount as at 31 March 2022 93 - 4 310 3,546 78 4,031 82 10,708

Following are the changes in the carrying value of goodwill and intangible assets for the year ended 31 March 2023:
Other Intangible assets

217
Internally Non- Intangible
Particulars Acquired Customer
developed Patents Brand* compete Total assets under
software relationships* Goodwill
software fee* development
Gross carrying amount
As at 1 April 2022 695 442 9 519 5,058 507 7,230 82 10,770
Additions* 527 604 555 114 1,800 516 787
Disposals/Transfer (630) - - - - - (630) (598) -
Translation Adjustment 16 21 1 9 69 4 120 - 170
As at 31 March 2023 608 1,067 10 528 5,682 625 8,520 - 11,727

Accumulated amortization and impairment


As at 1 April 2022 602 442 5 209 1,512 429 3,199 - 62
Amortization charge for the year 518 41 46 611 55 1,271 - -
Disposals/Transfer (630) - - - - - (630) - -
Translation Adjustment 13 9 2 3 17 2 46 - -
As at 31 March 2023 503 492 7 258 2,140 486 3,886 - 62

Net carrying amount as at 31 March 2023 105 575 3 270 3,542 139 4,634 - 11,665

*Refer note 31
The disposal in acquired software represents write offs of certain software having gross carrying amount of Rs. 630 Mn (31 March 2022: Rs. 793 Mn), accumulated amortisation of Rs. 630 Mn (31 March
2022: Rs. 789 Mn) and net carrying amount of Nil (31 March 2022 Rs. 4 Mn).
Intangible assets under development aging
Amounts in Intangible assets under development for a period of
Projects in progress
Less than 1 year 1 -2 years 2-3 years More than 3 years Total
31-Mar-2023 - - - - -
Engage With The Emerging

31-Mar-2022 82 - - - 82
ANNUAL REPORT 2022-23
Engage With The Emerging

Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)
Impairment tests for goodwill

a) Significant estimate: Key assumptions used for fair value less cost of disposal/ value-in-use calculations

The Group monitors the performance of each acquired business including related goodwill as a separate unit. In certain cases,
these businesses fall into more than one Operating Segments. For impairment testing, considering the requirements of Ind
AS 36 paragraph 80(b), the goodwill as well as other assets of the acquired businesses, viz. SF (erstwhile Whishworks), DPA,
Advantage Go, BPS and BPM and Coforge Heathcare have been allocated such that unit for goodwill impairment testing does
not exceed an operating segment. Particularly, the operations of DPA and SF are spread across multiple operating segments
and thus for impairment testing, goodwill and all other assets are further allocated to ensure that goodwill impairment testing
does not cross limits of an operating segments.

SF provides digital integration business solutions, DPA and BPM are global business process management specialist.
Advantage Go is in the business of commercial insurance software and solution provider. BPS is in the business of providing
business process transformation offering digital solutions for the financial services industry.

Basis the above methodology, given below is an allocation of carrying amount of goodwill to the units (group of units) having
significant goodwill in comparison with the Group’s total carrying amount of goodwill:

CGU Segment As at 31 March 2023 As at 31 March 2022


SF EMEA 1,289 1,280
DPA APAC 353 357
Advantage Go# EMEA 930 914
BPM Americas 1,003 930
BPS Americas 6,137 6,124
Others* 1,953 1,103
11,665 10,708
There are no intangible assets with indefinite useful life allocated to CGU

*Others include units namely Coforge Spain, Coforge Airline Technologies Gmbh, DPA UK, SF USA, Provision tree and SF
India to which allocated goodwill is individually insignificant.

The Group performed its annual impairment test for each of the above units separately at each reporting date. The recoverable
amount of a CGU is determined by assessing fair value less cost of disposal (FVLCOD) for Advantage Go CGU and value-in-
use calculations for remaining units.

The FVLCOD was categorised as Level 3 calculations due to un-observable inputs in calculations. The FVLCOD calculations are
determined by considering lower quartile of revenue multiple to market capitalisation of comparable companies and thereafter
applying discount (approx. 12.5%) to reflect the risk relating to the Advantage Go business. The resultant multiple was applied
to the revenues for the year ended March 31, 2023 of Advantage Go CGU to determine the FVLCOD. [refer note c]

The value in use calculations are based on cash flow projections based on financial budgets approved by management covering
a five-year period. Key assumptions used in value in use calculations:

Assumption Approach used to determining values [refer note c]


Revenue Average annual growth rate over the five-year forecast period; based on past
performance and management’s expectations of market development. These
growth rates are further corroborated by annual budgets of the Company.

Budgeted operating margin Based on past performance and management’s expectations for the future.

Pre-tax discount rates Reflect specific risks relating to the relevant segments and the geographies
in which they operate.

218
ANNUAL REPORT 2022-23
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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Basis above, the following table sets out the key assumptions (approximate) for those CGUs that have significant goodwill
allocated to them:
31 March 2023

CGU Segment Revenue (% annual Budgeted operating Pre-tax discount rate


growth rate) margin (%) (%)
SF EMEA 10.0% 28.0% 12.0%
DPA APAC 10.0% 20.0% 12.0%
BPM Americas 10.0% 32.0% 13.0%
BPS Americas 12.0% 25.0% 13.0%
31 March 2022

CGU Segment Revenue (% annual Budgeted operating Pre-tax discount rate


growth rate) margin (%) (%)
SF EMEA 10.0% 28.0% 12.0%
DPA APAC 10.0% 20.0% 12.0%
Advantage Go# EMEA 5.0% 35.0% 12.0%
BPM Americas 10.0% 29.0% 13.0%
BPS Americas 10.0% 25.0% 13.0%
Assumptions for goodwill, for segments classified as others are based on revenue growth rates, operating margins and discount
rates as applicable for respective CGUs considering the respective services/ geographies.
# For the previous year, the Group concluded recoverable amount of Advantage Go unit based on value in use calculations. For
the current year, reasonable possible changes of key assumptions in the VIU calculations could cause the carrying amount of
the CGU to exceed its recoverable amount. Accordingly, the Group has determined FVLCOD to conclude on impairment testing
for AdvantageGo CGU as at March 31, 2023 and concluded on there being no impairment.
b) Significant estimate: impairment charge
The Group has performed impairment testing for the above CGUs and no impairment charge has been identified as at 31 March
2023 and as at 31 March 2022.
c) Significant estimate: Impact of possible changes in key assumptions
The Group has considered and assessed reasonably possible change for other key assumptions and have not identified any
reasonable possible change that could cause the carrying amount of any CGU to exceed its recoverable amount. If there is
significant deterioration in the operations of this CGU and its expected future cash flows, this may lead to an impairment loss
being recognised. Basis the methodology as discussed above, no impairment loss was recognised for the year ended March
31, 2023 and year ended March 31, 2022.

As at 31 As at 31
March 2023 March 2022
5 Financial Assets
5(i) Non-current investments
Investments in equity instruments (fully paid) at Fair Value
through OCI
Unquoted
199,145 (Previous Year 199,145) Common shares in Relativity 0 0
Technologies Inc., USA #
953,265 (Previous Year 953,265) Common Shares in Computer 0 0
Logic Inc., USA #
Total equity instruments 0 0
Total Non- Current Investments 0 0
Aggregate amount of unquoted investments 0 0
Aggregate amount of impairment in the value of investments - -
# 0 represents amount is below the rounding off norm adopted by the Group

219
ANNUAL REPORT 2022-23
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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

As at 31 March 2023 As at 31 March 2022


Current Non- Current Current Non- Current
5 (ii) Trade Receivables
Trade receivables 17,018 1,772 14,854 1,691
Receivables from related parties [Refer note 29] - - - -
Less: Allowance for doubtful debt (887) - (960) -
Total receivables 16,131 1,772 13,894 1,691

Break-up of security details


Trade Receivables considered good - Secured - - - -
Trade Receivables considered good - Unsecured 16,131 1,772 13,894 1,691
Trade Receivables - credit impaired 887 - 960 -
Total 17,018 1,772 14,854 1,691
Allowance for doubtful debts (887) - (960) -
Total trade receivables 16,131 1,772 13,894 1,691

Trade receivables includes amounts yet to be billed to 2,752 1,772 2,691 1,691
customers and dependent only on passage of time (unbilled)
Trade Receivables (Billed) ageing schedule

Particulars Outstanding for following periods from due date of payment As at


31 March
2023
Not yet Less than 6 months - 1-2 2-3 More than Total
due 6 months 1 year years years 3 years
(i) Undisputed Trade receivables – considered good 10,355 2,681 128 72 8 - 13,244
(ii) Undisputed Trade Receivables – credit impaired - 66 26 17 346 260 715
(iii) Disputed Trade Receivables– considered good - - - - 76 61 137
(iv) Disputed Trade Receivables – credit impaired - - - - 76 61 137

Particulars Outstanding for following periods from due date of payment As at


31 March
2022
Not yet Less than 6 months - 1-2 2-3 More than Total
due 6 months 1 year years years 3 years
(i) Undisputed Trade receivables – considered good 8,072 2,625 319 50 - - 11,066
(ii) Undisputed Trade Receivables – credit impaired - 15 26 283 85 383 792
(iii) Disputed Trade Receivables– considered good - - - 48 89 - 137
(iv) Disputed Trade Receivables – credit impaired - - - 48 89 - 137

As at 31 March 2023, the Company has outstanding trade receivables of Rs 1,131 Mn (31 March 2022 Rs. 1,102 Mn) relating
to Government customers in India [net of provision of Rs. 527 Mn (Previous year Rs. 508 Mn)]. The appropriateness of the
allowance for doubtful trade receivables is subjective due to the high degree of significant judgment applied by management in
determining the impairment provision. Above trade receivables pertain to contract with customers as defined under Ind AS 115
on Revenue from contract with customers and considered recoverable.
During the previous year, one of the Indiann government customers of the Group with whom the contract was executed during
2014, has deducted certain amounts. The group, basis it’s assessment and legal advice, considers such deductions to be
arbitrary and has disputed the same and is confident of resolving it favorably.
No trade or other receivable are due from directors or other officers of the Group either severally or jointly with any other person.
Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a
director or a member. Refer note 29

220
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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

As at 31 March 2023 As at 31 March 2022


Current Non- Current Current Non- Current
5 (iii) Other Financial Assets
(i) Derivatives
Foreign exchange forward contracts 39 - 162 -
(ii) Others
Security deposits
- Considered good 124 223 134 193
- Considered doubtful - 3 - 2
124 226 134 195
Less : Provision for doubtful security deposits - 3 - 2
124 223 134 193

Interest accrued on deposits with banks - 4 - 6


Long term deposits with bank with maturity period more - 238 - 183
than 12 months [Refer Note (a) below]
Finance lease recoverable 24 14 23 39
Others [Refer note 22] - - 343 -
Total other financial assets 187 479 662 421
(a) Includes Rs. 236 Mn (Previous year Rs. 175 Mn) Held as margin money by bank against bank guarantees.

As at 31 March 2023 As at 31 March 2022


5 (iv) Cash and cash equivalents
Balances with Banks
- in Current accounts 4,165 3,547
- in EEFC account 1,224 919
Deposits with maturity less than three months 191 -

Cheques, drafts on hand 119 2


Total Cash and cash equivalents 5,699 4,468
There are no repatriation restrictions with regard to cash and cash equivalents as at the end of the current year and previous year.
Reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the statement of
cash flows:

Cash Flow during the year


As at Finance As at 31
Particulars 1 April charges Others March
Net cash
2022 Proceeds Payment accrued 2023
flows
Long term borrowings (including Current 3,545 - (180) (180) 17 - 3,382
Maturities of long term debt)
Dividend Payable (including Corporate 20 - (4,285) (4,285) - 4,288 23
Dividend Tax ) (Refer Note 1 below)
Interest on borrowings 289 - (714) (714) 581 140 296
Lease liability (Refer Note 34 ) 1,351 - (562) (562) 141 1,310 2,240
Financial liability for future acquisition 2,908 - - - - 957 3,865
(Refer note 24 iv)
8,113 - (5,741) (5,741) 739 6,695 9,806

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Cash Flow during the year


As at Finance As at 31
Particulars 1 April charges Others March
2021 Net cash accrued 2022
Proceeds Payment
flows
Long term borrowings (including Current 10 3,578 (59) 3,519 16 - 3,545
Maturities of long term debt)
Dividend Payable (including Corporate 17 - (3,748) (3,748) - 3,751 20
Dividend Tax ) (Refer Note 1 below)
Interest on borrowings - - (188) (188) 463 14 289
Lease liability (Refer Note 35) 816 - (546) (546) 77 1,004 1,351
Financial liability for future acquisition 708 - (729) (729) - 2,929 2,908
1,551 3,578 (5,270) (1,692) 556 7,698 8,113
Note 1: Others include interim dividend accrued during the year.

As at 31 March As at 31 March
2023 2022
5 (v) Other bank balances
Deposits with maturity more than 3 months but less than 12 months 65 47
Unpaid dividend account [Refer Note (a) below] 23 20
88 67
(a) Can be used only to settle unpaid dividend liability.

As at 31 March As at 31 March
2023 2022
6 Deferred tax assets
Deferred tax assets 3,757 2,736
The balance comprises temporary differences attributable to:
Provisions allowed on payment basis 315 445
Defined benefit obligations 610 530
Other items 417 94
Minimum alternate tax credit entitlement 2,496 1,792
Gross deferred tax assets (A) 3,838 2,861

Tax impact of difference between carrying amount of property, plant and (139) (89)
equipment in the financial statements and as per the income tax calculation
Deferred tax asset related to fair value loss on derivative instruments not 58 (36)
charged in the consolidated statement of Profit and Loss but taken to Balance
Sheet
Gross deferred tax liabilities (B) (81) (125)
Net deferred tax assets (A-B) 3,757 2,736

222
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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Movement in deferred tax assets


Particulars Deferred tax assets Deferred Total
tax
liability
Property, Derivatives Employee Provisions Minimum Other Total Intangible
plant and benefits Alternate Tax items assets*
equipment
At 31 March 2021 (101) (31) 298 349 895 37 1,447 (194) 1,253
Created on acquisition of subsidiary 29 (2) 53 6 - 6 92 (702) (610)
Unexercised ESOPs - - 160 - - - 160 - 160
(charged)/credited:
- to profit or loss- deferred tax (17) - 16 90 - 51 140 166 306
- MAT asset created from current tax expenses - - - - 897 - 897 - 897
Other comprehensive income - - - - - - - - -
- cash flow hedges - (3) - - - - (3) - (3)
- Remeasurement of post - employment benefit - - 3 - - - 3 - 3
obligations (expenses) / income
Translation adjustment - - - - - - - (36) (36)
At 31 March 2022 (89) (36) 530 445 1,792 94 2,736 (766) 1,970
Created on acquisition of subsidiary - - - - - - - - -
Unexercised ESOPs - - (18) - - - (18) - (18)
(charged)/credited:
- to profit or loss- deferred tax (50) - 109 (130) - 323 252 179 431
- MAT asset created from current tax expenses - - - - 704 - 704 - 704
Other comprehensive income - - - - - - - - -
- cash flow hedges - 95 - - - - 95 - 95
- Remeasurement of post - employment benefit - - (11) - - - (11) - (11)
obligations (expenses) / income
Translation adjustment - (1) - - - - (1) 4 3
At 31 March 2023 (139) 58 610 315 2,496 417 3,757 (583) 3,174

Notes:
Deferred tax assets and liabilities above have been determined by applying the income tax rates of respective countries. Deferred
tax assets and liabilities in relation to taxes payable under different tax jurisdictions have not been offset in financial statements.
Accordingly deferred tax assets of Rs. 3,757 Mn (Previous year Rs. 2,736 Mn) and deferred tax liability of Rs. 583 Mn (Previous year
Rs. 766 Mn) have been separately disclosed.
* Deferred tax liability on intangible assets pertains to business combination.

As at 31 March 2023 As at 31 March 2022


7 Income tax assets (net of provisions)
Advance Income Tax 14,345 12,697
Less: Provision for income tax 14,112 12,090
Total current tax assets 233 607

8 Contract Assets
Contract assets 1,613 1,282
Less: Allowance for doubtful contract assets 101 98
Net contract assets 1,512 1,184

As at 31 March 2023 As at 31 March 2022


9 Other assets
Current Non- Current Current Non- Current
Capital advances - 4 - 4
Advances other than capital advances 524 20 616 32
Prepayments 1,189 162 881 190
Contract cost (Refer Note (a) below) 734 1,178 336 819
Other assets (Refer Note (b) below) - - 101 -
2,447 1,364 1,934 1,045

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

(a) Contract costs include Rs. 185 Mn (31 March 2022 Rs. 219 Mn) as incremental cost of obtaining a contract and Rs. 1,727 Mn
(31 March 2022 Rs. 936 Mn) as cost incurred for fulfilling a contract with customers. Other production expense, under other
expenses include amortisation of contract costs amounting to Rs. 150 Mn (31 March 2022 Rs. 202 Mn). There is no impairment
loss recognised during the current or previous year.
(b) Represents SEIS subsidy.
10 Equity share capital
Authorized equity share capital

Number of shares Amount


As at 01 April 2021 77,000,000 770
Increase during the year - -
As at 31 March 2022 77,000,000 770
Increase during the period - -
As at 31 March 2023 77,000,000 770
(i) Equity shares issued, subscribed and fully paid up

Number of shares Amount


As at 01 April 2021 60,592,349 606
Issue of Shares 320,803 3
Shares extinguished on buy back (Refer note below)
As at 31 March 2022 60,913,152 609
Issue of Shares 173,928 2
As at 31 March 2023 61,087,080 611
Terms and rights attached to equity shares
The Company has one class of equity shares having a par value of Rs.10 per share. Every holder of equity shares present at a
meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend proposed
by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of
interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, in proportion to their shareholding.
Shares reserved for issue under options
Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the
financial year and options outstanding at the end of the reporting period, is set out in note 35.
Details of shareholders holding more than 5% shares in the Company

Name of Shareholder Equity Shares of Rs. 10 each fully paid


As at 31 March 2023 As at 31 March 2022
No. of Shares held % of Holding No. of Shares held % of Holding
Hulst B.V., Netherlands 18,421,260 30.16% 24,421,260 40.09%
AXIS Mutual Fund Trustee Limited 3,511,443 5.75% 3,977,821 6.53%
Life Insurance Corporation of India 3,586,675 5.87% 2,064,530 3.39%
Details of shares held by Promoters*
As at 31 March 2023

Promoter name No. of shares at the Change during No. of shares at the % change
beginning of the year the year end of the year during the year
Hulst B.V., Netherlands 24,421,260 (6,000,000) 18,421,260 -24.57%

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

As at 31 March 2022

Promoter name No. of shares at the Change during No. of shares at the % change
beginning of the year the year end of the year during the year
Hulst B.V., Netherlands 38,771,260 (14,350,000) 24,421,260 -37.01%
*As defined under Companies Act 2013

As at 31 March 2023 As at 31 March 2022


11 Reserves and Surplus
Capital reserves 11 11
Capital redemption reserve 36 36
Securities premium 635 384
Employee stock option 884 575
General reserve 2,057 2,057
Retained earnings 25,080 22,401
Cash flow hedging reserve (192) 95
Foreign currency translation reserve 1,703 1,163
Total reserves and surplus 30,214 26,722

(i) Capital Reserves


Opening Balance 11 11
Increase/ decrease during the year - -
Closing Balance 11 11

(ii) Capital redemption reserve


Opening Balance 36 36
Increase/ decrease during the year - -
Closing Balance 36 36

(iii) Securities premium


Opening Balance 384 39
Add: Transferred from employee stock option 16 48
Add: Premium on shares issued for exercised options 235 297
Closing Balance 635 384

(iv) Employee stock option


Options granted till date 575 523
Less: Transferred to securities premium (235) (297)
Add: Impact of fair valuation on employee stock 544 349
options
Closing Balance 884 575

(v) General Reserve


Opening Balance 2,057 2,057
Increase/ decrease during the year - -
Closing Balance 2,057 2,057

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

As at 31 March 2023 As at 31 March 2022


(vi) Retained Earnings
Opening Balance 22,401 20,375
Net profit for the period 6,938 6,617
Add: Remeasurement gains on defined benefit 51 4
plans
Add: Tax benefit on share based payment 30 382
Less: Fair valuation impact on future acquisition (803) (1,822)
liability
Less: Appropriations
Dividend paid (3,537) (3,155)
Closing Balance 25,080 22,401

(vii) Cash Flow Hedging Reserve


Opening Balance 95 77
Increase/ decrease during the year (287) 18
Closing Balance (192) 95

(viii) Foreign Currency Translation Reserve


Opening Balance 1,163 937
Increase/ decrease during the year 540 226
Closing Balance 1,703 1,163
Nature and purpose of reserves
Capital Reserve
The Company recognizes profit or loss on purchase, sale, issue or cancellation of the company’s own equity instruments to
Capital Reserve.
Securities premium
Securities premium is used to record the premium on issue of shares. The premium is utilized in accordance with the provisions
of the Companies Act 2013.
Employee stock option
The share options outstanding is used to recognize the grant date fair value of options issued to employees under Coforge
Employee Stock Option Plan 2005
General reserve
The General Reserve is as per the requirements of Companies Act, 2013 in respect of companies incorporated in India.
General reserve, if any, of overseas subsidiaries are included as part of the retained earnings.
Cash flow hedging reserve
The Group uses hedging instruments as part of its management of foreign currency risk associated with its highly probable
forecasted transactions, i.e., revenue, as described within Note 25. For hedging foreign currency risk, the Group uses Foreign
Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges are effective; the change
in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount recognized in the Cash Flow
Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss, under Revenue.
Foreign currency translation reserve
Exchange differences arising on translation of foreign operations are recognized in other comprehensive income as described
in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss
when the net investment is disposed-off.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

12 Non-controlling interests

At 1 April 2021 Amount


Add : Non-controlling share in the results for the period 547
Add: Acquisition of non controlling interest 2,142
Less : Derecognition of NCI to Financial liability (1,110)
Less: Dividend paid (596)
At 31 March 2022 983
Add : Non-controlling share in the results for the period 526
Add: Acquisition of non controlling interest -
Less: Derecognition of NCI to Financial liability 116
Less: Dividend paid (751)
At 31 March 2023 874

As at 31 March 2023 As at 31 March 2022


13 Financial liabilities
13(i) Non Current Borrowings
Unsecured Loans
Bonds
Listed, Rated, Redeemable, Non-Convertible 3,382 3,365
Bonds [Refer note (a) below]
Total non current borrowings 3,382 3,365

13(ii) Current Borrowings


Secured Loans
Loan repayable on demand
From Bank - 178
Current maturities of borrowings
Secured Loans
From Financial Institutions - 2
Total current borrowings - 180
(a) Listed, Rated, Redeemable, Non-Convertible Bonds are unsecured and have maturity of five years from the deemed date
of allotment i.e April 26, 2021. Interest reset will occur on the dates falling three years and four years from the Deemed Date of
Allotment. The Company may redeem the whole or any part of the Bonds on the first Interest Reset Date i.e. April 26, 2024 or
anytime thereafter. The effective interest rate of NCB for first three years is as follows:
If the Security Trigger occurs on a date falling on or prior to the date falling three years from the Deemed Date of Allotment-
7.49% - 8.39%. In other case if the security trigger does not occur- 8.39% - 9.34%.

As at 31 March 2023 As at 31 March 2022


Current Non- Current Current Non- Current
13(iii) Trade payable
Trade Payable 6,481 332 6,160 364
Total trade payable 6,481 332 6,160 364
There are no overdue amount payable to micro enterprises and small enterprises as at March 31, 2023 and March 31, 2022 .
This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis of information available with the Group.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)
Trade Payables aging schedule (Billed) -Outstanding for following periods from due date of payment
As at 31 March 2023

Particulars Not Due Less than 1 year 1 -2 years 2-3 years More than 3 years Total
(i) MSME 289 7 - - - 296
(ii) Others 1,371 1,925 20 16 27 3,359
As at 31 March 2022

Particulars Not Due Less than 1 year 1 -2 years 2-3 years More than 3 years Total
(i) MSME 2 167 - - - 169
(ii) Others 1,354 1,594 11 5 13 2,977

As at 31 March 2023 As at 31 March 2022


Current Non- Current Current Non- Current
13(iv) Other Financial Liabilities
Capital creditors 426 - 100 -
Unclaimed dividend 23 - 20 -
Financial liability for future acquisition (Refer note 32) 3,653 212 - 2,908
Other employee benefits payable 2,658 - 1,955 -
Interest accrued but not Due 296 - 289 -
Others 17 112 - -
Derivatives
Foreign exchange forward contracts 304 - 34 -
Total other financial liabilities 7,377 324 2,398 2,908
(a) There are no amounts due for payment to the Investor Education and Protection Fund under Section 125(2)(c) of the
Companies Act, 2013 as at the year end.
14 Employee benefit obligations

As at 31 March 2023 As at 31 March 2022


Current Non Current Total Current Non Current Total
Leave obligations (i) 279 500 779 226 440 666
Gratuity (iii) 81 776 857 90 607 696
Total employee benefit obligations 360 1,276 1,636 316 1,047 1,362
(i) Leave Obligations
Compensated absences which are expected to occur within twelve months after the end of the period in which the employee
renders the related services are recognised as undiscounted liability at the balance sheet date.
Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee
renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit
obligation at the balance sheet date.
The following amounts reflect leave that is expected to be taken or paid within next 12 months

As at 31 March 2023 As at 31 March 2022

Current leave obligations expected to be settled within next 12 months 279 226

(ii) Defined contribution plans


The Group makes contribution towards Superannuation Fund, Pension Fund, Employee State Insurance Fund and Overseas
Plans (related to the Branches in the United States of America, Ireland, Belgium and Switzerland), being defined contribution
plans for eligible employees. The Group has charged the following amount in the Statement of Profit and Loss:

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Year ended Year ended


31 March 2023 31 March 2022
Amount recognized in the Statement of Profit and Loss
Superannuation fund paid to the Trust 19 14
Contribution plans (outside India) 1,288 1,196
Employees state insurance fund paid to the authorities 24 15
Pension fund paid to the authorities 271 268
Provident Fund - RPFC 192 112
Total 1,793 1,605
Defined benefit plans
Employees Provident Fund contributions are made to a Trust administered by the Group. The Group’s liability is actuarially
determined (using the Projected Unit Credit method) at the end of the year. Actuarial losses/ gains are recognized in the
Statement of Profit and Loss in the year in which they arise. The contributions made to the trust are recognized as plan assets.
The defined benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as
reduced by the fair value of plan assets.
The expense recognized during the period towards defined benefit plan is as follows:
The Group contributed Rs. 615 Mn (Previous year Rs.318 Mn) during the year to the Trust, which has been charged to Statement
of Profit and Loss.
As at 31 March 2023 As at 31 March 2022
(a) Amount of obligation as at the year end is determined as under:
Description
Present value of obligation as at the beginning of the year 4,742 3,798
Interest cost 435 350
Current service cost 582 295
Benefits paid (707) (495)
Plan Participant's Contributions 791 461
Transfer In 593 376
Actuarial gain on obligation (259) (43)
Present value of obligation as at the end of the year 6,177 4,742

(b) Change in Plan Assets :


Description
Plan assets at beginning at fair value 4,742 3,798
Return on plan assets 435 350
Employer contributions 582 295
Benefits paid (707) (495)
Plan Participant's Contributions 791 461
Transfers In 593 376
Actuarial loss on plan assets (259) (43)
Plan assets at year end at fair value 6,177 4,742

(c) Amount of the obligation recognised in Balance Sheet :


Description
Present value of the defined benefit obligation as at the end of the year 6,177 4,742
Fair value of plan assets at the end of the year 6,177 4,742
Liability/(Assets) recognized in the Balance Sheet - -
The fair value of the plan assets is in surplus, assets are set equal to the liabilities to ensure consistency with the PF trust act.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

As at 31 March 2023 As at 31 March 2022


(d) Principal actuarial assumptions at the Balance Sheet date
Discount Rate 7.40% 7.22%
Attrition rate
Upto 30 years : 16%,
31 - 34 years : 10%,
35 - 44 years : 5%,
45 - 50 years : 3%,
51 - 54 years : 2%,
55 years & above : 1%
Return on Assets for Exempt PF Fund 7.32% 6.64%
Long term EPFO Rate 8.15% 8.10%
Description
Experience Gain/(Loss) adjustments on plan liabilities 435 (43)
Experience Gain/(Loss) adjustments on plan assets 4,742 (43)
Expected Contribution to the fund in the next year 652 330
(iii) Gratuity
The Group provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in
continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the
employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years
of completed service.
The gratuity plan is a funded plan and the Group makes contributions to recognized funds in India.
Changes in the defined benefit obligation and fair value of plan assets as at 31 March 2022

Present Value of Fair Value of Net Amount


Obligation Plan Assets
1 April 2021 622 (211) 411
Grautity from acquired entity 138 (6) 132
Current Service Cost 171 - 171
Interest expense/ (income) 45 (16) 29
Total amount recognized in statement of profit or loss 354 (16) 332
Remeasurements
Actuarial changes arising from changes in demographic assumptions (7) - (7)
Actuarial changes arising from changes in financial assumptions (33) - (33)
Experience adjustments 24 3 27
Exchange differences - 2 2
Total amount recognized in other comprehensive income (16) 5 (11)
Employer's Contributions - (17) (17)
Benefits paid (132) 114 (18)
31 March 2022 827 (131) 697

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)
Changes in the defined benefit obligation and fair value of plan assets as at 31 March 2023

Present Value of Fair Value of Net Amount


Obligation Plan Assets
1 April 2022 827 (131) 697
Grautity from acquired entity - - -
Current Service Cost 263 - 263
Interest expense/ (income) 52 (9) 43
Total amount recognized in statement of profit or loss 315 (9) 306
Remeasurements
Actuarial changes arising from changes in demographic assumptions 8 - 8
Actuarial changes arising from changes in financial assumptions (155) - (155)
Experience adjustments 75 2 77
Exchange differences 9 - 9
Total amount recognized in other comprehensive income (63) 2 (61)
Employer's Contributions - (32) (32)
Benefits paid (152) 100 (52)
31 March 2023 927 (70) 857

The net liability disclosed above relates to funded and unfunded plans as follows:

As at 31 March 2023 As at 31 March 2022


India Outside Total India Outside Total
India India
Present value of defined benefit obligation 836 - 836 719 - 719
Fair value of plan assets (70) - (70) (131) - (131)
Net defined benefit obligation 766 - 766 588 - 588
Unfunded plans - 92 92 - 109 109
Total defined benefit obligation 766 92 857 588 109 696

Post employment benefits

The significant actuarial assumptions were as follows:

As at 31 March 2023 As at 31 March 2022


India Others India Others
Discount rate 7.3% to 7.44% 2.26% to 6.43% 6.79% to 7.35% 1.95% to 5.18%
Future salary increase 0% to 10% 2% to 5% 5% to 12% 2% to 5%
Life expectancy (In years) 4.91 to 10.23 1.55 to 12.88 Years 6.49 to 26.08 6 to 13.12 Years
Rate of return on plan assets 7.3% to 7.44% - 6.79% to 7.35% -

Sensitivity analysis

The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:

Impact on defined benefit obligation


Change in assumptions
Increase in assumption Decrease in assumption
31 March 23 31 March 22 31 March 23 31 March 22 31 March 23 31 March 22
Discount rate 50 Basis Points 50 Basis Points (41) (40) 49 43
Salary growth rate 50 Basis Points 50 Basis Points 49 43 (42) (40)

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity
analyses are based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analyses
may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions
would occur in isolation from one another.
The major categories of plan assets are as follows:

As at 31 March 2023 As at 31 March 2022


Quoted Total in % Quoted Total in %
Insurance Companies Products 70 70 100% 131 131 100%
The following payments are expected contributions to the defined benefit plan in future years:

Less than a year Between Between Over Total


1 - 2 years 2 - 5 years 5 years
31 March 2023 96 90 464 1,562 2,212
31 March 2022 58 48 247 1,221 1,574

(iv) The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits
received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on
which the Code will come into effect has not been notified and the final rules / interpretation have not yet been issued. The
Group will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code
becomes effective.

As at 31 March 2023 As at 31 March 2022


Current Non- Current Current Non- Current
15 Other liabilities
Advances from customers 35 - 22 -
Payroll taxes 6 - 159 -
Statutory dues including provident fund and tax deducted 2,119 - 1,605 -
at source
Contract liabilities 561 59 538 51
Total other liabilities 2,721 59 2,324 51

Year ended Year ended


31 March 2023 31 March 2022
16 Revenue from operations
Sales of products 753 2,333
Sale of services 79,393 61,987
Total revenue from operations 80,146 64,320

Timing of revenue recognition


Goods transferred at a point in time 753 2,333
Services transferred over time 79,393 61,987
Total revenue from contracts with customers 80,146 64,320
Reconciling the amount of revenue recognised in the consolidated statement of profit and loss with the contracted price
Revenue as per contracted price 80,999 64,600
Hedge (loss) / gain (239) 224
Discount (including volume discount) and others (614) (504)
Total Revenue from contract with customers 80,146 64,320

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)
Note : The group deals in number of software and hardware items whose selling price vary from item to item. In view of voluminous
data information relating to major items of sales have not been disclosed in the consolidated financial statements.
Payment Terms
Majority of the Group’s revenue involve payment terms less than one year from the date of satisfaction of performance obligation.
However, in case of contracts for grant of right of use for license, payments are due over license period. In these cases, the
Group has identified that the contract contains significant financing component.
Disclosures related to revenue from contract with customers
a. Disaggregate revenue information
Refer note 30 for geographical revenue disaggregation. In addition the group maintain revenue by verticals:
The table below presents disaggregated revenues from operations by verticals:

Vertical Year ended Year ended


31 March 2023 31 March 2022
Banking and financial services 24,619 16,420
Insurance 18,152 18,187
Travel, transportation and hospitality 15,326 12,220
All Others 22,049 17,493
Total Revenue 80,146 64,320

Revenue by Service line Year ended Year ended


31 March 2023 31 March 2022
Application Development and Maintenance 20,998 15,970
Cloud and Infrastructure Management 14,667 11,495
Business Process Management 7,934 6,853
Product Engineering 8,095 7,698
Data and Integration 18,834 13,405
Intelligent Automation 9,618 8,899
Total Revenue 80,146 64,320

Revenue by Project type Year ended Year ended


31 March 2023 31 March 2022
Time-and-material 38,470 28,159
Fixed-price* 41,676 36,161
Total Revenue 80,146 64,320
*Comprises fixed capacity, fixed monthly, transaction based and licensed related contract.
Particulars pertaining to contract assets [Refer note 8]
Balance at the beginning 1,184 629
Contract assets classified to trade receivable upon billing to customer out of 1,176 616
opening contract assets
Also refer note 5(ii) for trade receivables
Particulars pertaining to contract liability (Refer note 15)
Balance at the beginning 589 515
Revenue recognized during the year from opening contract liability 203 515
Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized
as at the end of the reporting period and an explanation as to when the Group expects to recognize these amounts in revenue.
Applying the practical expedient as given in IndAS 115, the Group has not disclosed the remaining performance obligation
related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the
entity’s performance completed to date, typically those contracts where invoicing is on time and material basis, fixed monthly /

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

fixed capacity basis and transaction basis. Remaining performance obligation estimates are subject to change and are affected
by several factors, including terminations, changes in the scope of contracts, periodic revalidations, and adjustment for revenue
that has not materialized and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31, 2023, other than
those meeting the exclusion criteria mentioned above, is Rs. 5,591 Mn (31 March 2022 Rs. 3,789 Mn). Out of this, the Group
expects to recognize revenue of around Rs. 3,283 Mn (31 March 2022 Rs. 2,033 Mn) within the next one year and the remaining
thereafter. This includes contracts that can be terminated for convenience without a substantive penalty since, based on currnet
assessment, the occurence of the same is expected to be remote.

Year ended Year ended


31 March 2023 31 March 2022
17 Other Income
Dividend income from investment in mutual funds - 2
Interest Income from financial assets at amortised cost 157 110
Gain on sale of Investments in mutual funds - 3
Income on Financial Investments at fair value through profit and loss 5 -
Finance income 162 115
Government incentives 121 170
Gain on exchange fluctuations (net) 259 161
Profit on sale of asset - 6
Miscellaneous income 77 66
Total other income 619 518

18 Employee benefits expense


Salaries, wages and bonus 43,895 35,561
Contribution to provident (and other) funds 2,408 1,924
Employee share-based payment expense (Refer note 35) 574 382
Gratuity 306 200
Staff welfare expenses (Refer Note below) 1,097 279
Total employee benefit expense 48,280 38,346
Employee benefit expenses includes Rs.803 Mn towards special non monetary incentive awarded to the employees of the
Group on achievement of certain milestone of revenue by Group in the current financial year. The corresponding liability is
included in the other financial liability
19 Depreciation and amortization expense

Depreciation of property, plant and equipment (Refer note 3) 845 812

Depreciation of right of use assets (Refer note 35) 469 411

Amortisation of intangible assets (Refer note 4) 1,271 1,049

Total depreciation and amortization expense 2,585 2,272


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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Year ended Year ended


31 March 2023 31 March 2022
20 Other expenses
Rent 211 231
Rates and taxes 5 20
Electricity and water 158 139
Communication expenses 321 341
Legal and professional 861 960
Travelling and conveyance 828 272
Recruitment expenses 516 628
Insurance premium 117 117
Repairs and maintenance
- Plant and machinery 447 633
- Buildings 46 60
- Others 184 158
Allowance for doubtful debts - trade receivables and unbilled revenue 72 16
Lease rentals 11 9
Loss on sales of assets (net) 13 -
Expenditure towards corporate social responsibilities activities 128 104
Advertisement and publicity expenses 93 141
Business promotion expenses 164 50
Professional charges 9,267 6,572
Equipment hiring 11 21
Other production expenses (incl. third party license cost) 4,751 2,352
Miscellaneous expenses 304 407
Total other expenses 18,508 13,231

21 Finance costs
Interest on borrowings 598 479
Bank and financial charges 38 41
Unwinding of discounts 170 130
Total finance costs 806 650

22 Exceptional Item
Total 523 -

The shareholders in the Annual General Meeting held on July 30, 2021, approved raising of funds in one or more tranches
by the issuance of equity shares and/or depository receipts and/or other eligible securities. Subsequently, the Company filed
a draft registration statement with the U.S. Securities & Exchange Commission for registration of its American Depository
Receipts (“Offering”). In accordance with the underlying arrangements, the expenses pertaining to the offering shall be borne
by the Selling Shareholder upon successful completion of the offering. Accordingly Rs. 523 Mn was considered as recoverable
from the selling shareholder.
Currently the market conditions are not supportive of the offering. Considering the uncertainty of timing of the offering, the
Group during the current quarter has recorded provision of Rs. 523 Mn and disclosed the same as exceptional item in the
financial statements.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

23 Income tax expense


This note provides an analysis of the group’s income tax expense, shows amounts that are recognized directly in equity and
how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in
relation to the group’s tax positions.
(a) Income tax expense
Current tax
Current tax on operating profits of the period 3,130 2,762
Adjustments for current tax of prior periods 65 (91)
MAT Credit (703) (897)
Total current tax expense 2,492 1,774

Deferred tax
(Increase) decrease in deferred tax assets (Employee benefits, (302) (157)
provisions and others)*
(Decrease) in deferred tax liabilities (PPE) 50 17
(Decrease) in deferred tax liabilities (intangible assets) (179) (166)
Total deferred tax benefit (431) (306)

Income tax expense 2,061 1,468


(b) Amount recognised directly in equity outside profit or loss
Deferred tax asset 30 382

(c) Tax Losses


Unused tax losses for which no deferred tax asset has been 167 670
recognised due to no reasonable certainty of realisation
Potential tax benefit 50 188
In previous year above includes additions due to business combination (refer note 32) of unused tax losses amounting to INR
372 Mn and potential tax benefits amounting to INR 99 Mn.
(d) Unrecognised temporary differences
Certain subsidiaries of the Group have undistributed earnings, which are expected to be distributed as dividend. The group
follows policy of further distributing dividend received from subsidiaries to its shareholders. The Indian Income Tax Act allows
the parent company credit for taxes paid by its subsidiaries on dividend. Accordingly, no deferred tax liability has been recorded
on such undistributed earnings.
Year ended Year ended
31 March 2023 31 March 2022
(e) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate:
Profit from continuing operations before income tax expense 9,512 8,615
Tax at the Indian tax rate of 34.944% (for FY 2021-22: 34.944%) 3,324 3,010
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Impact of deductions
Effect of tax holiday benefits and exemptions (846) (749)
Others - 2
Impact of permanent differences
Expenses to the extent disallowable 219 22
Tax provision for current tax of prior periods 65 (91)
DTA/(DTL) not created on provisions for Exempted Units 54 -
Others (81) (74)
Others
Effect of differential tax rates (674) (652)
Income tax expense 2,061 1,468
*It includes deferred tax recognized during the current year, consequent to certain amendments in the customer agreement,
the Group re-assessed the future projections of taxable profits of one of its foreign subsidiary and recorded deferred tax assets
on losses of that subsidiary amounting to INR 108 Mn

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

24 Fair value measurements


The carrying value and fair value of financial instruments by categories as of 31 March 2023 and 31 March 2022 were as
follows:

As at 31 March 2023
FVTPL FVTOCI Amortized Carrying Fair value
Cost amount
Financial assets
Trade receivables - - 1,772 1,772 1,772
Derivative instruments - 39 - 39 39
Other long-term financial assets - - 479 479 479
Total Financial assets - 39 2,251 2,290 2,290

Financial liabilities
Non current borrowings - - 3,382 3,382 3,382
Non controlling interest - - - 3,865 3,865
Trade payable - - 332 332 332
Derivative instruments - 304 - - -
Total Financial liabilities - 304 3,714 7,579 7,579

As at 31 March 2022
FVTPL FVTOCI Amortized Carrying Fair value
Cost amount
Financial assets
Trade receivables - - 1,691 1,691 1,691
Derivative instruments - 162 - 162 162
Other long-term financial assets - - 421 421 421
Total Financial assets - 162 2,112 2,274 2,274

Financial liabilities
Non current borrowings - - 3,365 3,365 3,365
Non controlling interest - - - 2,908 2,908
Trade payable - - 364 364 364
Derivative instruments - 34 - 34 34
Total Financial liabilities - 34 3,729 6,671 6,671
Financial liability for future acquisition amounting to Rs. 3,865 Mn (31 March 2022: Rs. 2,908 Mn) has been measured through
fair valuation by other equity. Also refer note 32.
The carrying amounts of current portion of trade receivables, trade payables, capital creditors, security deposits, unpaid
dividend account, deposits with bank, cash and cash equivalents, short term borrowings, trade and other payables, capital
creditors, unclaimed dividend are considered to be the same as their fair values, due to their short term nature.
(i) Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instruments that
are:
(a) recognized and measured at fair value and
(b) measured at amortized cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its
financial instruments into the three levels prescribed under the accounting standard.
An explanation of each level follows underneath the table.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Financial assets and liabilities measured at fair value -


recurring fair value measurements at 31 March 2023 Level 1 Level 2 Level 3 Total
Financial assets
Derivatives designated as hedges
Derivative Financial Asset - 39 - 39
Total financial assets - 39 - 39

Financial Liability
Derivatives designated as hedges
Derivative Financial Liability - 304 - 304
Other financial liabilities
Future acquisition liability - - 3,865 3,865
Total financial Liability - 304 3,865 4,169

Financial assets and liabilities measured at fair value -


recurring fair value measurements at 31 March 2022 Level 1 Level 2 Level 3 Total
Financial assets
Derivatives designated as hedges
Derivative Financial Asset - 162 - 162
Total financial assets - 162 - 162

Financial Liability
Derivatives designated as hedges
Derivative Financial Liability - 34 - 34
Other financial liabilities
Future acquisition liability - - 2,908 2,908
Total financial Liability - 34 2,908 2,942
All other assets and liabilities are measured at amortised cost
There is also a financial liability for future acquisition measured at fair value using level 3 inputs.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments,
traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are
traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using
the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-
counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as
little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
The Group’s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period.
There has been no transfer during the period.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- The use of quoted market prices for similar instruments.
- Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or
inputs that are directly or indirectly observable in the marketplace.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.
Inputs used in the valuation models
(a) Financial liability for future acquisition-
(i) Revenue inputs - Based on past performance and management’s expectations of market development.
(ii) Budgeted operating margin - Based on past performance and management’s expectations for the future.
(iii) Pre-tax discount rates - Reflect specific risks relating to the relevant geography in which they operate.
hence classified under Level 3 hierarchy
Quantitative details of input used in valuation of financial liability for future acquisition

Year ended Year ended


31 March 2023 31 March 2022
Revenue (% annual growth rate) 10% 10%
Budgeted operating margin (%) 28.00% 23.50%
Pre-tax discount rate (%) 13.5% 13.5%
If the revenue/ budgeted operating margin unobservable inputs used in the valuation of Level 3 financial liability for future
acquisition had been 1% change than management’s estimates at 31 March 2023, does not have significant impact in its value
and other equity.
(iii) NCI Put Option liability
Liability for call and put options issued to non-controlling interests which do not grant present access to ownership interest to us
is recognized at the present value of the redemption amount and is reclassified from equity. At the end of each reporting period,
the non-controlling interests subject to the put option is derecognized and the difference between the amount derecognized
and present value of the redemption amount, which is recorded as a financial liability, is accounted for as an equity transaction.
Considering the call and put option granted, the carrying amount of financial liability recognised at 31 March 2023 is Rs. 3,865
Mn (31 March 2022: Rs. 2,908 Mn).
(iv) Movement of Financial liability for future acquisition

Particulars Year ended Year ended


31 March 2023 31 March 2022
Opening future acquisition liability 2,908 708
Additional stake acquisition payout - (729)
Derecognition of NCI/ addition to financial liability 151 1,110
Fair value through P&L (5) -
Fair value through other equity 811 1,819
Closing future acquisition liability 3,865 2,908

25 (i) Hedging activities and derivatives


The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities
(when revenue or expense is denominated in a foreign currency) and the Group’s net investments in foreign subsidiaries.
The Group manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month
period for hedges of forecasted sales.
When a derivative is entered into for the purpose of being a hedge, the Group negotiates the terms of those derivatives to match
the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the
point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that
is denominated in the foreign currency.
At 31 March 2023, the Group hedged 75% (31 March 2022: 75%), of its expected foreign currency sales. Those hedged
sales were highly probable at the reporting date. This foreign currency risk is hedged by using foreign currency forward
contracts.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

The Group is holding the following foreign exchange forward contracts (highly probable forecasted sales)

As at March 31, 2023

Particulars Less than 1 1 to 3 months 3 to 6 months 6 to 9 months 9 to 12 Total


month months
USD /INR
Notional amount (INR) 1,209 2,712 3,677 3,198 2,560 13,356
Average forward rate 80.38 81.18 82.37 83.84 83.89 82.57
GBP /INR
Notional amount (INR) 441 1,245 1,526 1,608 1,407 6,226
Average forward rate 99.92 100.21 98.31 100.56 102.86 100.39
EUR /INR
Notional amount (INR) 33 66 145 130 116 490
Average forward rate 86.86 86.97 86.36 88.48 91.91 88.30
AUD /INR
Notional amount (INR) 46 86 117 123 93 465
Average forward rate 56.56 56.15 56.05 57.05 57.45 56.66

As at March 31, 2022

Particulars Less than 1 1 to 3 months 3 to 6 months 6 to 9 months 9 to 12 Total


month months
USD /INR
Notional amount (INR) 1,029 2,003 2,686 2,335 1,982 10,034
Average forward rate 76.68 76.45 77.09 78.29 78.29 77.43
GBP /INR
Notional amount (INR) 201 502 607 549 486 2,346
Average forward rate 106.45 106.32 105.41 105.18 104.60 105.47
EUR /INR
Notional amount (INR) 42 82 108 84 68 384
Average forward rate 92.42 91.66 90.78 89.96 89.51 90.73
AUD /INR
Notional amount (INR) 46 92 121 107 93 458
Average forward rate 57.03 56.49 55.81 56.72 57.17 56.55
The impact of the hedging instruments on the balance sheet is, as follows:

Foreign exchange Notional Carrying Line item in the statement of Change in fair value used for
forward contracts amount amount financial position measuring ineffectiveness for
the period
At 31 March 2023 20,537 (265) Derivative instruments under -
current financial assets / liabilities
At 31 March 2022 13,222 128 Derivative instruments under -
current financial assets / liabilities

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Impact of hedging activities


(a) Disclosure of effects of hedge accounting on financial position:

Type of hedge and As at 31 March 2023 As at 31 March 2022


risks Carrying amount of hedging Maturity Carrying amount of Maturity
instrument period hedging instrument period
Assets Liabilities Assets Liabilities

Cash flow hedge April 2022 to April 2022 to


Foreign exchange risk March 2023 March 2023

Foreign exchange 39 304 162 34


forward contracts
(b) Disclosure of effects of hedge accounting on financial performance
Type of Hedge Change in the value of hedging Amount reclassified from cash Line item affected in statement
instrument recognised in other flow hedging reserve to profit of profit and loss because of
comprehensive income* or loss the reclassification
Year ended Year ended Year ended Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2023 31 March 2022 31 March 2023 31 March 2022
Cash flow
hedge
Foreign (298) 18 (239) 224 Revenue Revenue
exchange risk

*The resultant impact on the cash flow hedge reserve for the year ended March 31, 2023 and March 31, 2022; on account of
changes in the fair value has been reconciled in Note No. 11.

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness
assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including
whether the hedging instrument is expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged
and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the
volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk
management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge
relationship rebalancing.

26 Financial risk management

The Group’s principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables. The borrowing
of the Group constitute mainly Non Convertible Bonds (NCB). All the repayments are made out of internal accruals. The
Group’s principal financial assets include trade and other receivables, cash and short-term deposits that derive directly from its
operations. The Group also enters into derivative transactions.
The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management
of these risks. The Group’s senior management is supported by a financial risk committee that advises on financial risks and the
appropriate financial risk governance framework for the Group. The financial risk committee provides assurance to the Group’s
senior management that the Group’s financial risk activities are governed by appropriate policies and procedures and that
financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives. All derivative
activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and
supervision. It is the Group’s policy that no trading in derivatives for speculative purposes may be undertaken and derivatives
are used exclusively for hedging purposes. The Board of Directors reviews and agrees policies for managing each of these
risks, which are summarised below:

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk
and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, fair value through
profit and loss investments and derivative financial instruments.
-       Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates.
The group has issue non-convertible bonds during the previous year with fixed interest rate for the next 2 years and
accordingly there is no significant concentration of interest rate risk (Refer note 21).
-       Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates.
Unhedged foreign currency exposure
Non-derivative foreign currency exposure as of 31 March, 2023 and 31 March, 2022 in major currencies is as below:

Currencies Net financial Assets Net financial Liabilities


As at As at As at As at
31 March 2023 31 March 2022 31 March 2023 31 March 2022
USD/INR 3,244 2,225 233 189
GBP/INR 2,240 1,501 1 11
EURO/INR 109 78 0 -
AUD/INR 173 162 4 -
a) Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments
and the impact on other components of equity arises from foreign forward exchange contracts designated as cash flow hedges.

Currencies Impact on Profit after Tax Impact on other components of equity


Year ended Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2023 31 March 2022
USD Sensitivity
INR/USD - Increase by 1% (31 March 2022 - 1%)* 23 14 1 0
INR/USD - Decrease by 1% (31 March 2022 - 1%)* (23) (14) (1) (0)
EUR Sensitivity
INR/EUR - Increase by 1% (31 March 2022 - 1%)* 2 1 0 0
INR/EUR - Decrease by 1% (31 March 2022 - 1%)* (2) (1) (0) (0)
GBP Sensitivity
INR/GBP - Increase by 1% (31 March 2022 - 1%)* 22 15 2 1
INR/GBP - Decrease by 1% (31 March 2022 - 1%)* (22) (15) (2) (1)
AUD Sensitivity
INR/AUD - Increase by 1% (31 March 2022 - 1%)* 2 2 0 0
INR/AUD - Decrease by 1% (31 March 2022 - 1%)* (2) (2) 0 0
*Holding all other variables constant

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

b) Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its
financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial
instruments.
Trade Receivables
The customers of the Group are primarily corporations based in the United States of America and Europe and accordingly,
trade receivables are concentrated in the respective countries. The Group periodically assesses the financial reliability of
customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing
of accounts receivables. The Group has used the expected credit loss model to assess the impairment loss or gain on trade
receivables and unbilled revenue, and has provided it wherever appropriate. The Group in the normal course of business sells
certain trade receivables to banks. Under the terms of arrangements, the Group surrenders control over these assets and
transfer is on a non-recourse basis.
The following table gives the movement in allowance for expected credit loss for the year ended March 31, 2023:

Year ended Year ended


31 March 2023 31 March 2022
Balance at the beginning 1,058 993
Impairment loss recognized (net) 72 16
Expenses Recognised in Exceptional Item - -
Transfer to provision for customer contract/ other expense 31 49
Amounts written off (173) -
Balance at the end* 988 1,058
* Closing balance includes allowance for doubtful - trade receivable Rs. 887 Mn (31 March 2022 Rs. 960 Mn) and contract
assets Rs. 101 Mn (31 March 2022 Rs. 98 Mn).
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance
with the Group’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits
assigned to each counterparty. Counterparty credit limits are reviewed by the Group’s Board of Directors on an annual basis,
and may be updated throughout the year subject to approval of the Group’s Finance Committee. The limits are set to minimise
the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.
c) Liquidity Risk
The Group’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations.
The Group’s corporate treasury department is responsible for liquidity and funding as well as settlement management. In
addition, processes and policies related to such risks are overseen by senior management. Management monitors the Group’s
net liquidity position through rolling forecasts based on the expected cash flows.
d) Maturities of financial liabilities
The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2023:-

Particulars Less than 1 Year 1-2 Years 2-4 Years More than 4 Total
years
Borrowings - - 3,382 - 3,382
Trade Payables 6,481 244 67 21 6,813
Lease Liability 454 372 628 786 2,240
Other Financial Liabilities (excluding Borrowings) 7,377 228 63 33 7,701
14,312 844 4,140 840 20,136

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March
2022:-

Particulars Less than 1 Year 1-2 Years 2-4 Years More than 4 Total
years
Borrowings 180 - 3,365 - 3,545
Trade Payables 6,160 244 67 53 6,524
Lease Liability 414 211 178 548 1,351
Other Financial Liabilities (excluding Borrowings) 2,398 2,830 78 - 5,306
9,152 3,285 3,688 601 16,726
27 Capital Management
a) Risk management
For the Group’s capital management, capital includes issued equity share capital, securities premium and all other equity
reserves attributable to the shareholders. The primary objectives of the Group’s capital management are to maximise the
shareholder value and safeguard their ability to continue as a going concern. The Group has outstanding Non Convertible
Bonds (NCB) (refer note 13). The Group has complied with the financial covenants attached with above stated borrowings
throughout the reporting period. The funding requirements are generally met through operating cash flows generated. No
changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2023 and
31 March 2022.
b) Dividends

Particulars 31 March 2023 31 March 2022


Equity Shares
During the year the directors have recommended the payment of 2,745 2,367
Interim dividend.
Dividends not recognised at the end of reporting period
In addition to the above dividends, the directors have recommended the 1,161 792
payment of Interim dividend of Rs. 19 per fully paid up equity share each on
27 April 2023 (31 March 2022 Rs. 13 per share).
28 Related parties where control exists
Interest in Subsidiaries
The Company’s subsidiaries at 31 March 2023 are set out below. Unless otherwise stated, they have share capital consisting
solely of equity shares that are held directly by the company and the proportion of ownership interests held equals the voting
rights held by the Company. The country of incorporation or registration is also their principal place of business.
Sr. Name Place of Ownership interest Ownership interest Principal Activities
No. business/ held by the Company held by the Non
country of (%) controlling interest (%)
incorporation As at As at As at As at
31 March 31 March 31 March 31 March
2023 2022 2023 2022
Direct subsidiaries
1 Coforge SmartServe Limited India 100 100 - - Information Technology/
Information Technology
Enabled Services ("IT /
ITES")
2 Coforge Services Limited India 100 100 - - Information Technology/
Information Technology
Enabled Services ("IT /
ITES")

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Sr. Name Place of Ownership interest Ownership interest Principal Activities


No. business/ held by the Company held by the Non
country of (%) controlling interest (%)
incorporation As at As at As at As at
31 March 31 March 31 March 31 March
2023 2022 2023 2022
3 Coforge U.K. Limited United Kingdom 100 100 - - Information Technology/
Information Technology
Enabled Services ("IT /
ITES")
4 Coforge Pte Limited Singapore 100 100 - - Information Technology/
Information Technology
Enabled Services ("IT /
ITES")
5 Coforge DPA Private Ltd. India 100 100 - - Information Technology/
Information Technology
Enabled Services ("IT /
ITES")
6 Coforge GmbH Germany 100 100 - - Information Technology/
Information Technology
Enabled Services ("IT /
ITES")
7 Coforge Inc. USA 100 100 - - Information Technology/
Information Technology
Enabled Services ("IT /
ITES")
8 Coforge Airline Technologies GmbH Germany 100 100 - - Information Technology/
Information Technology
Enabled Services ("IT /
ITES")
9 Coforge FZ LLC Dubai 100 100 - - Information Technology/
Information Technology
Enabled Services ("IT /
ITES")
10 NIIT Technologies Philippines Inc (under Philippines 100 100 - - Information Technology/
liquidation) Information Technology
Enabled Services ("IT /
ITES")
11 Coforge SF Private Limited (erstwhile India 100 100 - - Information Technology/
Whishworks IT Consulting Private Limited) Information Technology
Enabled Services ("IT /
ITES")
12 Coforge Business Process Solutions Private India 60 60 40 40 Information Technology/
Limited (Erstwhile SLK Global Solutions Pvt Information Technology
Limited) w.e.f. April 28, 2021 Enabled Services ("IT /
ITES")
Stepdown subsidiaries
13 Coforge BV (Wholly owned by Coforge U.K. Netherlands 100 100 - - Information Technology/
Ltd.) Information Technology
Enabled Services ("IT / ITES")
14 Coforge Limited (Wholly owned by Coforge Thailand 100 100 - - Information Technology/
Pte Ltd., Singapore) Information Technology
Enabled Services ("IT / ITES")
15 Coforge Technologies (Australia) Pty Australia 100 100 - - Information Technology/
Ltd. (Wholly owned by Coforge Pte Ltd., Information Technology
Singapore) Enabled Services ("IT / ITES")

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Sr. Name Place of Ownership interest Ownership interest Principal Activities


No. business/ held by the Company held by the Non
country of (%) controlling interest (%)
incorporation As at As at As at As at
31 March 31 March 31 March 31 March
2023 2022 2023 2022
16 Coforge Advantage Go (Wholly owned by United Kingdom 100 100 - - Information Technology/
Coforge U.K. Ltd., UK) Information Technology
Enabled Services ("IT / ITES")
17 Coforge S.A. (Wholly owned by Coforge U.K. Spain 100 100 - - Information Technology/
Ltd.) Information Technology
Enabled Services ("IT / ITES")
18 Coforge BPM Inc. (erstwhile RuleTek LLC) USA 100 100 - - Information Technology/
(80% owned Coforge DPA Private Limited, Information Technology
India and 20% by Coforge DPA NA Inc. USA) Enabled Services ("IT / ITES")
19 Coforge DPA UK Ltd. (Wholly owned by United Kingdom 100 100 - - Information Technology/
Coforge DPA Private Ltd.) Information Technology
Enabled Services ("IT / ITES")
20 Coforge DPA Ireland Limited (Wholly owned Ireland 100 100 - - Information Technology/
by Coforge DPA Private Ltd.) Information Technology
Enabled Services ("IT / ITES")
21 Coforge DPA Australia Pty Ltd. (Wholly owned Australia 100 100 - - Information Technology/
by Coforge DPA Private Ltd.) Information Technology
Enabled Services ("IT / ITES")
22 Coforge DPA NA Inc. USA (Wholly owned by USA 100 100 - - Information Technology/
Coforge DPA Private Ltd.) Information Technology
Enabled Services ("IT / ITES")
23 Coforge SF Limited, UK (Wholly owned by United Kingdom 100 100 - - Information Technology/
Coforge SF Private Limited India) Information Technology
Enabled Services ("IT / ITES")
24 COFORGE (Coforge Spółka Z Ograniczona Poland 100 100 - - Information Technology/
Odpowiedzialnoscia)(Wholly owned by Information Technology
Coforge U.K. Ltd.,) Enabled Services ("IT / ITES")
25 Coforge S.R.L., Romania (Wholly owned by Romania 100 100 - - Information Technology/
Coforge U.K. Limited) Information Technology
Enabled Services ("IT / ITES")
26 Coforge A.B. Sweden (Wholly owned by Sweden 100 100 - - Information Technology/
Coforge U.K. Limited) Information Technology
Enabled Services ("IT / ITES")
27 Coforge SDN. BHD. Malaysia , (Wholly owned Malaysia 100 100 - - Information Technology/
by Coforge Pte Ltd.) Information Technology
Enabled Services ("IT / ITES")
28 Coforge SpA, Chile (Wholly owned by Chile 100 100 - - Information Technology/
Coforge U.K. Ltd., UK) Information Technology
Enabled Services ("IT / ITES")
29 Coforge BPS Philippines Inc (Erstwhile SLK Philippines 60 60 40 40 Information Technology/
Global Philippines Inc, Philippines) (wholly Information Technology
owned subsidiary of Coforge Business Enabled Services ("IT / ITES")
Process Solutions Private Limited w.e.f. April
28, 2021)
30 Coforge BPS America Inc. (Erstwhile SLK USA 60 60 40 40 Information Technology/
Global Solutions America Inc., USA) (wholly Information Technology
owned subsidiary of Coforge Business Enabled Services ("IT / ITES")
Process Solutions Private Limited w.e.f. April
28, 2021)

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Sr. Name Place of Ownership interest Ownership interest Principal Activities


No. business/ held by the Company held by the Non
country of (%) controlling interest (%)
incorporation As at As at As at As at
31 March 31 March 31 March 31 March
2023 2022 2023 2022
31 Coforge BPS North Carolina LLC (Erstwhile USA 60 60 40 40 Information Technology/
SLK Global North Carolina LLC, USA) Information Technology
(wholly owned subsidiary of Coforge Business Enabled Services ("IT / ITES")
Process Solutions Private
Limited w.e.f. April 28, 2021)
32 Coforge Healthcare Digital Automation LLC USA 55 55 45 45 Information Technology/
(Subsidiary of Coforge BPM Inc. w.e.f. January Information Technology
21, 2022) Enabled Services ("IT / ITES")
33 Coforge Japan GK (Wholly owned by Coforge Japan 100 - - - Information Technology/
U.K. Ltd., UK) w.e.f. 7th March 2023 Information Technology
Enabled Services (“IT / ITES”)
34 Coforge Solutions Private Limited (Wholly India 100 - - - Information Technology/
owned by Coforge DPA Private Ltd.)w.e.f. 29th Information Technology
June 2022 Enabled Services (“IT / ITES”)

29 Related party transactions


Coforge Limited’s principal related parties consist of Investor with significant influence i.e Hulst B.V., Netherlands, its own
subsidiaries and key managerial personnel. The Group’s material related party transactions and outstanding balances are with
related parties with whom the Group routinely enter into transactions in the ordinary course of business.
Transactions and balances with its own subsidiaries are eliminated on consolidation.
Ultimate Holding Company
Baring Private Equity Asia Holding (till 15 December 2021)
Holding Company
Hulst B.V., Netherlands (till 15 December 2021)
Investor with significant influence
Hulst B.V., Netherlands (w.e.f. 16 December 2021)
Interest in Subsidiaries
Refer note 28
A. List of related parties with whom the Group has transacted:
a) Key Managerial personnel
Sudhir Singh, Chief Executive Officer & Executive Director
Ajay Kalra, Chief Financial Officer
Lalit Kumar Sharma, Company Secretary & Legal Counsel (till July 31, 2021)
Barkha Sharma, Company Secretary (w.e.f. August 1, 2021)
Non Executive Director
Patrick John Cordes
Kenneth Tuck Kuen Cheong
Hari Gopalakrishnan
Ashwani Puri
Basab Pradhan
Holly J. Morris (till Mar 31, 2022)
Mary Beth Boucher (w.e.f. May 7, 2022)
Kirti Ram Hariharan

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

b) Parties in which the key managerial personnel or the relatives of the key managerial personnel are interested
Titan Company Limited
c) List of other related parties

Particulars Country Nature of relationship


Coforge Limited Employees Provident Fund Trust India Post-employment benefit plan
Coforge Limited Employees Group Gratuity Scheme India Post-employment benefit plan
Coforge Limited Employees Superannuation Scheme India Post-employment benefit plan
Refer to Note 14 for information and transactions with post-employment benefit plans mentioned above
B. Details of transaction with related parties carried out on an arms length basis:

Nature of Transactions Holding Company/ Parties in which Key Related Total


Investor with Managerial Personnel Party of
significant influence of the Group are Subsidiary
interested Company
- 26 - 26
Rendering of Services
- (2) - (2)
1,416 - - 1,416
Dividend Paid
(1,666) - - (1,666)
Figures in parenthesis represent Previous Year’s figures
C. Key management personnel compensation

Commission & sitting fees Year ended Year ended


31 March 2023 31 March 2022
Short term employee benefits** 245 151
Commission and Sitting fees 32 32
Post employment benefits* 15 5
Remuneration paid 292 188
Share based payment transactions 444 234
Total of compensation 736 422
*As gratuity and compensated absences are computed for all the employees in aggregate, the amounts relating to the key
managerial personnel can not be individually identified.
** At each reporting period, the Group accrues employee bonuses for all the employees in aggregate, which are individually
identified in the subsequent financial year. Accordingly, the current year figures includes bonus pertaining to March 2022 paid
during the current year.
Key Managerial Personnel interests in the Senior Executive Plan
Share options held by Key Managerial Personnel of the Company’s Stock Option Plan 2005 to purchase Equity shares have the
following expiry dates and exercise prices:

Closing option as at
Grant date Expiry date Exercise price 31 March 2023 31 March 2022
FY 18-19 23 May 22 to 31 May 24 10 to 1364.4 - 15,030
FY 19-20 31 Dec 23 to 30 Sep 30 10 467,116 540,402
FY 21-22 31-Dec-22 10 - 10,000
FY 22-23 31 Dec 23 to 31 Dec 26 10 178,963 -
Total 646,079 565,432
No share options have been granted to the non-executive members of the Board of Directors under this scheme. Refer to note
35 for further details on the scheme.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

30 Segment Reporting

(a) Description of segments and principal activities

The Group delivers services around the world directly and through its network of subsidiaries and overseas branches. The
group is rendering Information Technology solutions and is engaged in Application Development and Maintenance, Managed
Services, Cloud Computing and Business Process Outsourcing to organizations in a number of sectors viz. Financial Services,
Insurance, Travel, Transportation and Logistics, Manufacturing and Distribution and Government.

The Chief Executive Officer of the Group being identified the Chief Operating Decision Maker (CODM), reviews the group’s
performance both from a products/ services and geographic perspective. However, CODM takes its decision for allocating
resources of the entity and assessing its performance on the basis of the geographical presence of the Group across the globe
and has identified four reportable segments of its business:

1. Americas

2. Europe, Middle East and Africa (EMEA)

3. Asia Pacific (APAC)

4. India

The Chief Operating Decision Maker i.e., the Chief Executive Officer (CEO), primarily uses a measure of revenue and adjusted
Earnings before Interest, Tax, Depreciation and Amortisation (Adjusted EBITDA) to assess the performance of the operating
segments. For this purposes, the Group calculated EBITDA by adding depreciation/ amortisation, finance costs and foreign
exchange loss and reducing other income (including foreign exchange gain) from profit before income taxes. Earnings before
Interest, Tax, Depreciation and Amortisation is further adjusted for event based impairments/recoveries to arrive at Adjusted
EBITDA. The Group’s expenses/ income, viz., depreciation/ amortisation, finance costs, foreign exchange gain/loss, event-
based impairment/ recoveries, finance income and other income and income taxes are managed on a Group basis and are not
allocated to operating segments. Assets and liabilities used in the group’s business are not identified to any of the reportable
segments, as these are used interchangeably between segments. Accordingly, the CEO does not review assets and liabilities
at reportable segments level. Management believes that it is currently not practicable to provide segment disclosures relating
to total assets and liabilities since a meaningful segregation of the available data is onerous.

As per Ind As 108, ‘Operating Segments’, the Group has disclosed the segment information only as part of the consolidated
financial statements.

(b) Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA)

Interest income and finance cost are not allocated to segments, as this type of activity is driven by the central treasury function,
which manages the cash position of the group.

Particulars Year ended Year ended


31 March 2023 31 March 2022
Revenue from Operations
Americas 40,020 33,288
Europe, Middle East and Africa 31,175 22,771
Asia Pacific 5,817 5,439
India 3,134 2,822
Total 80,146 64,320
Earning before Interest, Tax, Depreciation and Amortization (EBITDA)
Americas 6,176 6,056
Europe, Middle East and Africa 6,611 4,706
Asia Pacific 749 590
India (286) (198)
Total 13,250 11,154

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Particulars Year ended Year ended


31 March 2023 31 March 2022
Depreciation and amortization 2,585 2,272
Other income (net) (630) (267)
Profit before exceptional items and tax 10,035 8,615
Exceptional items 523 -
Profit before tax 9,512 8,615
Provision for tax 2,061 1,468
Profit after tax 7,451 7,147

(c) There is no customer from which the company derived more than 10% of the revenue.

(d) Information about major customers

Information regarding revenues from external customers for each product and service is disclosed in note 16.

31 Business combinations

(A) Acquisition of business from On Demand Agility Solution group

During the year, the Group made a strategic investment by acquiring business from On Demand Agility Solution group
(“ODA”). The group had entered into master framework agreement, business transfer agreements and Share Subscription and
shareholders agreement to acquire the business. The Group paid a consideration of Rs. 1,217 Mn and issued non-convertible
compulsory redeemable preference shares through its one of the subsidiary in lieu of acquisition of customer contracts along with
employees. The above arrangement has been recorded as business combination in accordance with Ind AS 103. Accordingly,
the Group recorded a goodwill of Rs. 768 Mn, customer relationship of Rs. 582 Mn and non-compete fees of Rs. 114 Mn. As per
the terms of the agreement, the Group will redeem the non-convertible compulsory redeemable preference shares equally over
a period of two years. The non-convertible compulsory redeemable preference shares have been fair valued at Rs. 267 Mn.

(B) Acquisition of SLK Global Solutions Private Limited

During the previous year, the Group made a strategic investment in M/s SLK Global Solutions Private Limited, currently known
as Coforge Business Process Solutions Private Limited (the “Investee Company”, “SLK Global”) and its subsidiaries on April
12, 2021, and entered into the Share Purchase Agreement and Shareholders Agreement to acquire 80% equity shares over
a period of two years from the existing shareholders of the Investee Company. The purpose of this acquisition is to further
strengthen the financial services vertical and scales the BPM operations.

Out of this, 35% stake of the Investee Company was purchased on April 12, 2021 and additional stake of 25% was purchased
on April 28, 2021, aggregating to 60% of the total share capital of the Investee Company and accordingly obtained control. Both
these transactions are linked transactions and the Group has determined April 28, 2021 as the date of acquisition of control.

As per the terms of the agreement, the Group will acquire the remaining stake of 20% after two years from the date of
acquisition with consideration payable as multiple of earnings and accordingly it has recorded put liability for future acquisition
of 20% stake.

Details of purchase consideration, net assets acquired and goodwill was as follows:

Purchase consideration Amount

Cash paid for acquisition of 60% stake along with profit during step up acquisition period 9,201

Total purchase consideration 9,201

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

The assets and liabilities recognised as a result of the acquisition was as follows:

Fair value
Identified tangible assets
Property, plant and equipment 761
Right of Use Asset 325
Other Assets 157
Net Current assets 1,068
Cash and bank balances 739
Acquired liabilities (135)
Lease Liability (358)
Deferred tax assets 92
Identified intangible assets
Customer Contract and related Relationships 3,130
Non-compete fees 48
Deferred tax liabilities (702)
Net identifiable assets acquired 5,125

Calculation of goodwill/Non Controlling Interest Fair value


Net identified Tangible and Intangible Assets acquired (60%) (A) 3,075
Non Controlling Interest (40%) (B) 2,050
Total purchase consideration ('C) 9,201
Goodwill (C-A) 6,126

The goodwill is attributable to the workforce and expected synergies of acquired business, which was not separately recognised.
Goodwill is allocated to Americas segments, for impairment testing. None of the goodwill recognised is expected to be deductible
for income tax purposes.

No material contingent liabilities was acquired as part of business combination.

The acquisition related cost recognised in consolidated statement of profit and loss and other comprehensive income was Rs.
223 Mn.

(i) Acquired receivables

The Group had acquired receivables having gross contractual amount and net carrying amount of Rs. 590 Mn. No adjustments
had been made to acquired trade receivables, i.e., their fair value is the same as the carrying amount. It is expected that the full
contractual amounts of receivables can be collected.

(ii) Revenue and profit contribution

The acquired business contributed revenues and profits to the group for the period 31 March 2022 was as follows:

(a) Revenue of Rs. 6,108 Mn and profit after tax of Rs. 973 Mn (net of amortisation of Rs. 305 Mn on intangible assets arising
out of acquisition) for the period 28 April 2021 to 31 March 2022.

(b) If the acquisitions had occurred on 1 April 2021, consolidated pro-forma revenue and profit after tax for the period ended
31 March 2022 would have been increased/(decreased) by Rs. 543 Mn and Rs. 74 Mn respectively.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

(b) Purchase consideration - cash outflow

Amount
Outflow of cash to acquire subsidiary, net of cash acquired
Cash consideration 9,183
Less: balances acquired
Cash and Bank 739
Net outflow of cash – investing activities 8,444
(c) Deferred tax liability
The deferred tax liability mainly comprises the tax effect of the accelerated depreciation for tax purposes of tangible and
intangible assets.
(d) Fair value of future acquisition liability
The movement of future acquisition liability of SLK Global is as follows:

Particulars Amount
Proportionate share of net assets acquired 2,050
Add : Non-controlling share in the results for the period 511
Less: Dividend paid (596)
Proportionate share of net assets as at 31 March 2022 1,965
Of the above, NCI subject to put option amounting to Rs 983 Mn (20%) has been derecognised and recorded at fair value of
Rs 2,792 Mn as financial liability. The difference of Rs 1,809 Mn is accounted for as equity transaction. The Future Acquistion
Liability as at Mar 31, 2023 the value is Rs 3,865 Mn (Refer Note 24(iv))
(e) Post acquisition, SLK Global has paid dividend amounting to Rs 1,489 Mn in previous year.
(C) Coforge Healthcare Digital Automation LLC
On 21 January 2022 the Group entered into Limited Liability Company agreement and incorporated M/s Coforge Healthcare
Digital Automation LLC (‘Healthcare’). The group infused Rs. 113 Mn in a newly incorporated Healthcare.
The Group paid a consideration of Rs. 113 Mn and 45% stake to sellers in lieu of customer contracts as well as certain
employees. The above arrangement has been recorded as business combination in accordance with Ind AS 103. Accordingly,
the Group recorded a goodwill of Rs. 173 Mn and customer relationship of Rs. 45 Mn and non compete fees of Rs. 2 Mn. As
per the terms of the agreement, the Group will acquire the remaining stake of 45% over a period of three years. The put option
to acquire remaining 45% has been fair valued at Rs 116 mn.
(D) During the previous year, the group acquired balance 18.6% stake in Coforge SF Private Limited (erstwhile Whishworks IT
Consulting Private Limited) making it wholly owned subsidary w.e.f. 5 October 2021 for a consideration of Rs. 729 million.
32 Contingent liabilities and contingent assets
(a) Contingent liabilities
The Group had contingent liabilities in respect of:
i) Claims against the Group not acknowledged as debts:

As at As at
31 March 2023 31 March 2022
Income tax matters pending disposal by the tax authorities 706 877
Others 301 254
Total 1,007 1,131

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

ii) Notes
(A) It is not practicable for the Group to estimate the timing of cash outflows, if any, in respect of the above pending resolution
of the respective proceedings.
(B) The Group does not expect any reimbursements in respect of the above contingent liabilities.
Income tax
Claims against the Group not acknowledged as debts as on 31 March 2023 include demand from the Indian Income tax
authorities on certain matters relating to availment of tax holiday.
The Group is contesting these demands and the management including its tax and legal advisors believe that its position will
more likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will
not have a material adverse effect on the Group’s financial position and results of operations.
(b) Contingent assets
The Group does not have any contingent assets as at 31 March 2023 and 31 March 2022.
33 Commitments
(a) Capital expenditure contracted for at the end of the reporting period but not recognized as liabilities is as follows:

As at As at
Particulars
31 March 2023 31 March 2022
Property, plant and equipment 116 220
Total 116 220
34 Leases
Following are the notes related to Leases

Particulars Year Ended 31 March 2023 Year Ended 31 March 2022


Category of ROU asset Category of ROU asset
Buildings Vehicles Lease Total Buildings Vehicles Lease Total
hold land hold land
Balance at beginning 1,176 - 300 1,476 613 1 304 918
Additions 1,466 - - 1,466 793 - - 793
Additions through business - - - - 325 - - 325
combination
Deletions (140) - - (140) (149) - - (149)
Depreciation (465) - (4) (469) (406) (1) (4) (411)
Translation difference 32 - 32 - - -
Balance at the end 2,069 - 296 2,365 1,176 - 300 1,476
The following is the movement in lease liabilities

Particulars Year ended Year ended


31 March 2023 31 March 2022
Balance at the beginning 1,351 816
Additions 1,418 793
Additions through business combination - 358
Deletions (140) (152)
Finance cost accrued during the period 141 77
Payment of lease liabilities (562) (546)
Translation difference 32 5
Balance at the end 2,240 1,351

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

The following is the break-up of current and non-current lease liabilities

Particulars As at As at
31 March 2023 31 March 2022
Current lease liabilities 454 414
Non-current lease liabilities 1,786 937
Total 2,240 1,351
The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:

Particulars As at As at
31 March 2023 31 March 2022
Less than one year 600 474
One to five years 1,567 683
More than five years 774 688
Total 2,941 1,845
The following are the amounts recognised in consolidated statement of profit and loss:

Particulars Year ended Year ended


31 March 2023 31 March 2022
Depreciation expense of right-of-use assets 469 411
Interest expense on lease liabilities 141 77
Expense relating to short-term leases and leases of low-value 222 240
assets (included in other expenses)
Total 832 728
The group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet
the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases and leases of low-value assets was Rs. 222 Mn (Previous period Rs. 240 Mn)
for the year ended 31 March 2023.

The Group had total cash outflows for principal portion of leases of Rs. 421 Mn (Previous year Rs. 386 Mn).

The aggregate depreciation on ROU assets has been included under depreciation and amortisation expense in the consolidated
statement of profit and loss.

35 Share-based stock payments

(a) Employee stock option plan

The establishment of the Coforge Employee Stock Option Plan 2005 (formerly NIIT Technologies Employee Stock Option
Plan 2005) (ESOP 2005) was approved by the shareholders in the annual general meeting held on 18 May, 2005. The
ESOP 2005 is designed to offer and grant share-based payments for the benefit of employees of the Company and its
subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters). The
ESOP 2005 allowed grant of options of the Group in aggregate up to 3,850,000 in one or more tranches. This limit was
increased by 1,690,175 and further by 900,000 additional option in the existing ESOP plan over and above earlier options
issued by the Company. Under the plan, participants are granted options which vest upon completion of such terms and
conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by
the relevant authorities in this regard.

Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or
to receive any guaranteed benefits. As per the plan each option is exercisable for one equity share of face value of Rs 10
each fully paid up on payment to the Group for such shares at a price to be determined in accordance with ESOP 2005.
Hence, the plan is equity settled for the Group.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)
Set out below is a summary of options granted under the plan:

Year ended March 31, 2023 Year ended March 31, 2022
Average exercise Number of Average exercise Number of
price per share options price per share options
Opening balance 21.65 1,340,822 50.02 1,574,493
Granted during the year 10.00 276,480 10.00 302,000
Exercised during the year * 99.78 173,928 157.72 320,803
Forfeited/ lapsed during the year 10.00 104,953 10.00 214,868
Closing balance 10.00 1,338,421 21.65 1,340,822
Vested and exercisable 150,703 115,727
*The weighted average share price at the date of exercise of these options during the year ended 31 March 2023 was Rs.
3,798.21 (31 March 2022 - Rs. 5,312.64)
The weighted average remaining contractual life for the share options outstanding as at 31 March 2023 was 1.3 years (31
March 2022: 1.95 years).
The weighted average fair value of options granted during the year was Rs. 3,340 (31 March 2022: Rs. 3,452).
The range of exercise prices for options outstanding at the end of the year was Rs. 10 (31 March 2022: Rs. 10 to Rs.
1,048.9).
ii) Share options outstanding at the end of the year have the following expiry date and exercise prices:

Share options
Fair Value outstanding as at
Exercise
Grant Year Vesting conditions Vesting Date Expiry date at the grant
price
date 31 March 31 March
2023 2022
2018-19 Service 23-May-19 to 23-May-22 to 10 to 296.72 to - 15,030
20-Mar-22 20-Mar-25 1364.4 1319.16
2019-20 Service and service/ 31-Mar-21 to 31-Dec-23 to 10 879.3 to 861,636 1,022,553
performance 30-Sep-25 29-Mar-32 1183.04
2020-21 Service and service/ 1-Jan-22 to 31-Dec-23 to 10 915.67 to 22,934 24,237
performance 30-Sept-25 31-Dec-25 2606.46
2021-22 Service and service/ 30 Sep 22 to 31 Dec 23 to 10 3039.9 to 177,837 279,002
performance 30-Sep-25 30-Sep-30 5811.38
2022-23 Service and service/ 31 May 23 to 31 Dec 23 to 10 3165.96 to 276,014 -
performance 29 Mar 26 31 Dec 26 3836.15
Total 1,338,421 1,340,822
(i) Fair value determination of options granted
The fair value at grant date is determined using the Black Scholes Model as per an independent valuer’s report, having taken
into consideration the market price being the latest available closing price prior to the date of the grant, exercise price being the
price payable by the employees for exercising the option and other assumptions as annexed below:

Average
Risk Less
Market Price at the Fair Value at Exercise Life of the Dividend
Grant Year Volatility* Interest
grant date grant date Price Options (in yield rate
Rate
Years)
FY 2021-22 3107.65 to 5931.15 3040 to 5811 10 43.39% to 0.94 to 4.48 3.84% to 0.33% to
58.42% 6.33% 0.58%
FY 2022-23 3235.95 to 3884.45 3165.96 to 10 42.94% to 1.03 to 3.53 5.86% to 0.39 to 0.53
3836.15 46.93% 7.16%
* The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is
indicative of future trends, which may not necessarily be the actual outcome.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

(b) Stock appreciation rights


In financial year 2018-19, the Group issued the stock appreciation rights, liability for which is measured initially and at the
end of each reporting period until settled, at the fair value of the SARs by applying a black Scholes model, taking into account
the terms and conditions on which the SARs were granted and the extent to which the employees have rendered services to
date. The carrying amount of the liability relating to the SARs at 31 March 2023 was Rs 26 Mn (31 March 2022: Rs 50 Mn) and
expense recognised during the year Rs 3 Mn (31 March 2022: Rs 35 Mn). During the year 8,560 (31 March 2022 : 11,970) stock
appreciation rights have been vested.
(c) Expense arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised in consolidated statement of profit and loss as part
of employee benefit expense were as follows:

31 March 2023 31 March 2022

Expense arising from equity-settled share-based payment transactions 574 382

36 Additional information required by Schedule III

Name of the entity in the group Net assets (total assets Share in profit or (loss)# Share in other comprehensive Share in total comprehensive
minus total liabilities) income income
As % of Amount As % of Amount As % of consolidated Amount As % of total Amount
consolidated consolidated other comprehensive comprehensive
net assets profit or loss income income
Parent
Coforge Limited
31 March 2023 17.55 5,563 34.43 2,565 (92.28) (291) 29.27 2,274
31 March 2022 20.94 6,333 62.82 4,157 81.57 216 41.79 3,097
Subsidiaries
Indian
Coforge SmartServe Limited
31 March 2023 2.00 633 3.27 244 (0.53) (2) 3.12 242
31 March 2022 2.14 648 1.75 116 0.13 0 2.04 151
Coforge Services Limited
31 March 2023 0.11 34 0.02 1 - - 0.01 1
31 March 2022 0.11 33 0.02 1 - - 0.01 1
Coforge DPA Private Limited
31 March 2023 7.11 2,255 17.18 1,280 6.70 21 16.76 1,301
31 March 2022 6.66 2,015 12.41 821 6.25 17 21.80 1,616
Coforge SF Private Limited
31 March 2023 3.29 1,042 5.12 382 14.83 47 5.52 429
31 March 2022 4.29 1,298 2.33 154 1.10 3 4.30 319
Coforge Business Process Solutions Private Limited (Erstwhile SLK Global Solutions Pvt Limited)
31 March 2023 7.55 2,392 7.24 540 10.45 33 7.38 573
31 March 2022 15.45 4,672 3.28 217 17.37 46 7.61 564
Foreign
Coforge Inc.
31 March 2023 15.26 4,837 13.87 1,033 44.81 141 15.13 1,175
31 March 2022 10.73 3,247 7.95 526 - - 7.10 526
Coforge U.K. Limited (erstwhile NIIT Technologies Limited)
31 March 2023 11.79 3,737 11.96 891 8.50 27 11.82 918
31 March 2022 10.52 3,183 3.16 209 - - 2.82 209
Coforge Pte Limited (erstwhile NIIT Technologies Pacific Pte Limited)
31 March 2023 3.27 1,036 1.16 87 - - 1.11 87
31 March 2022 1.51 458 0.83 55 - - 0.74 55

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Name of the entity in the group Net assets (total assets Share in profit or (loss)# Share in other comprehensive Share in total comprehensive
minus total liabilities) income income
As % of Amount As % of Amount As % of consolidated Amount As % of total Amount
consolidated consolidated other comprehensive comprehensive
net assets profit or loss income income
Coforge BV (erstwhile NIIT Technologies BV)
31 March 2023 0.13 40 0.03 2 16.08 51 0.68 53
31 March 2022 0.19 57 (0.30) (20) - - (0.27) (20)
Coforge Limited, Thailand (erstwhile NIIT Technologies Ltd)
31 March 2023 1.44 457 0.15 11 (0.10) (0) 0.14 11
31 March 2022 1.33 402 0.51 34 - - 0.46 34
Coforge Technologies (Australia) Pty Limited (erstwhile NIIT Technologies Pty Ltd )
31 March 2023 1.18 373 1.38 103 11.40 36 1.79 139
31 March 2022 1.28 388 1.03 68 - - 0.92 68
Coforge GmbH(erstwhile NIIT Technologies GmbH)
31 March 2023 0.26 82 0.09 7 (4.65) (15) (0.10) (8)
31 March 2022 0.46 138 (0.15) (10) - - (0.13) (10)
Coforge Advantage Go (erstwhile NIIT Insurance Technologies Limited)
31 March 2023 7.52 2,383 (8.37) (624) 0.88 3 (8.00) (621)
31 March 2022 7.40 2,238 2.09 138 - - 1.86 138
Coforge Airline Technologies GmbH (erstwhile NIIT Airline Technologies GmbH)
31 March 2023 0.37 118 0.60 44 6.77 21 0.85 66
31 March 2022 0.35 105 0.47 31 - - 0.42 31
Coforge FZ LLC( erstwhile NIIT Technologies FZ LLC)
31 March 2023 4.23 1,342 2.80 209 4.30 14 2.86 222
31 March 2022 1.83 555 0.80 53 - - 0.72 53
Coforge S.A. (erstwhile NIIT Technologies S.A.)
31 March 2023 0.51 163 0.60 45 7.65 24 0.89 69
31 March 2022 0.69 207 0.14 9 - - 0.12 9
NIIT Technologies Philippines Inc
31 March 2023 0.12 39 0.00 0 11.64 37 0.47 37
31 March 2022 0.04 11 (0.06) (4) - - (0.05) (4)
Coforge BPM Inc. (erstwhile RuleTek LLC)
31 March 2023 8.19 2,598 1.15 86 0.75 2 1.13 88
31 March 2022 7.16 2,166 0.66 44 - - 0.59 44
Coforge SPÓŁKA Z OGRANICZONA ODPOWIEDZIALNOSCIA (erstwhile NIIT Technologies Spółka Z Ograniczona Odpowiedzialnoscia)
31 March 2023 0.01 2 0.55 41 46.83 148 2.43 189
31 March 2022 (0.10) (31) 0.29 19 - - 0.26 19
Coforge SDN. BHD. Malaysia (Erstwhile NIIT Technologies SDN. BHD)
31 March 2023 0.17 53 (0.01) (1) 0.72 2 0.02 1
31 March 2022 0.12 36 0.03 2 - - 0.03 2
Coforge A.B. Sweden (Erstwhile NIIT Technologies A.B.)
31 March 2023 0.00 0 0.00 0 0.06 0 0.00 0
31 March 2022 0.00 1 - - - - - -
Coforge S.R.L., Romania (Erstwhile NIIT Technologies S.R.L.)
31 March 2023 0.00 0 (0.00) (0) 0.00 0 (0.00) (0)
31 March 2022 0.00 0 - - - - - -
Coforge SpA, Chile
31 March 2023 0.03 8 (0.00) (0) 0.25 1 0.01 1
31 March 2022 0.03 10 (0.02) (1) - - (0.01) (1)
Coforge Healthcare Digital Automation LLC
31 March 2023 0.21 66 (0.18) (14) 1.42 4 (0.12) (9)
31 March 2022 0.48 146 (0.02) (2) - - (0.02) (2)
Coforge Solutions Pvt Ltd
31 March 2023 2.51 796 (0.04) (3) (0.61) (2) (0.06) (5)
31 March 2022 - - - - - - - -
Non controlling interest in all subsidiaries
Coforge Business Process Solutions Private Limited (Erstwhile SLK Global Solutions Pvt Limited)
31 March 2023 5.03 1,595 7.15 533 2.85 9 2.95 229
31 March 2022 6.18 1,869 8.02 531 (6.42) (17) 3.04 226
Foreign
Coforge Healthcare Digital Automation LLC
31 March 2023 0.17 55 (0.15) (11) 1.27 4 (0.05) (4)
31 March 2022 0.22 66 (0.02) (1) - - (0.01) (1)
Total
31 March 2023 100.00 31,698 100.00 7,451 100.00 316 100.00 7,767
31 March 2022 100.00 28,315 100.00 6,617 100.00 282 100.00 6,899

#This is pre intercompany adjustment excluding dividend.

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Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

Year ended Year ended


31 March 2023 31 March 2022

37 Earnings per Share

(a) Basic earnings per equity share of Rs 10 each

Attributable to the equity holders of the Company (Rs. Per share) 113.77 109.02

(b) Diluted earnings per equity share of Rs 10 each

Attributable to the equity holders of the Company (Rs. Per share) 111.53 106.52

(c) Reconciliations of earnings used in calculating earnings per share


Basic earnings per share

Profit attributable to the equity holders of the Company used in calculating basic 6,938 6,617
earnings per share:
Diluted earnings per share

Profit attributable to the equity holders of the Company used in calculating diluted 6,938 6,617
earnings per share

(d) Weighted average number of shares used as the denominator

Weighted average number of equity shares used as the denominator in calculating 60,981,411 60,694,760
basic earnings per share (numbers)

Adjustments for calculation of diluted earnings per share:

Stock Options outstanding (numbers)* 1,225,284 1,424,394

Weighted average number of equity shares and potential equity shares used as the
62,206,695 62,119,154
denominator in calculating diluted earnings per share (numbers)

*Stock Options outstanding

Options granted to employees under the Employee stock option plan 2005 are considered to be potential equity shares. They
have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have
not been included in the determination of basic earnings per share. Details relating to the options are set out in note 35.

38 Subsequent events

There were no significant reportable subsequent events that occurred after the balance sheet date but before financial
statements were issued.

39 Other Statutory Information

The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

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

258
ANNUAL REPORT 2022-23
Engage With The Emerging

Notes to the Consolidated Financial Statements


(All amounts in Rs Mn unless otherwise stated)

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

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

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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

40 Previous year figures have been reclassified to conform to current year’s classification.
As per our report of even date
For and on Behalf of Board of Directors of Coforge Limited
For S.R. Batliboi & Associates LLP Sudhir Singh Hari Gopalakrishnan
Chartered Accountants CEO & Executive Director Director
Firm Registration No.101049W/E300004 DIN : 07080613 DIN : 03289463
Place : Gurugram Place : Mumbai
Date : 27 April 2023 Date : 27 April 2023

Yogender Seth Ajay Kalra Barkha Sharma


Partner Chief Financial Officer Company Secretary
Membership No.094524 Place : Gurugram Place : Gurugram
Place : Gurugram Date : 27 April 2023 Date : 27 April 2023
Date : 27 April 2023

259
Coforge DPA NA Inc.
5 Villa Farms CIR MONROE, NJ 08831

Coforge SF Limited

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