Co Forge
Co Forge
Co Forge
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
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.
Thanking you,
Yours truly,
Barkha Sharma
Company Secretary
Membership No.: ACS 24060
Encl as above:
Coforge SF Limited
Table of
Contents
Corporate
Information
Board of Directors
Mr. Patrick John Cordes Mr. Kenneth Tuck Kuen Cheong Mr. Kirti Ram Hariharan
Non-Executive Director Non-Executive Director Non-Executive Director
3
ANNUAL REPORT 2022-23
Engage With The Emerging
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
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
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:
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.
Manner of holding shares i.e. Demat (NSDL or CDSL) Your User ID is:
or Physical
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**************
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.
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.
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.
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
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
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.
17
ANNUAL REPORT 2022-23
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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
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
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.
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ANNUAL REPORT 2022-23
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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.
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ANNUAL REPORT 2022-23
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ANNUAL REPORT 2022-23
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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
Engage With The Emerging
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
Engage With The Emerging
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
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ANNUAL REPORT 2022-23
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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.
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ANNUAL REPORT 2022-23
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ANNUAL REPORT 2022-23
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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.
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ANNUAL REPORT 2022-23
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ANNUAL REPORT 2022-23
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2. Swayamsiddha:
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ANNUAL REPORT 2022-23
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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%.
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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
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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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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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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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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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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– 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.
- 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;
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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.
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.
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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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Annexure - D
(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
(d) Salient terms of the contracts or arrangements or transactions including the value, 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
d) Salient terms of the contracts or arrangements or transactions including the value, 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
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);
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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.
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
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.
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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.
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:
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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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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
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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.
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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
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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
S. No. Description of Main Activity Description of Business Activity % of Turnover of the entity
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated:
National NA 21 21
International NA 03 03
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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):
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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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Disclosure P1 P2 P3 P4 P5 P6 P7 P8 P9
Questions
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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
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
Compounding
NIL NIL NIL NIL NIL
Fee
Non-Monetary
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.
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
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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(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:
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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% 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.
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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.
FY 2023 FY 2022
Current Financial Year Previous Financial Year
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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.
Workers
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:
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.
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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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:
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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
Male Female
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.
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% 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.
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
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.
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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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.
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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.
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.
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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:
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.
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
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
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
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):
Nil Nil
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by
government bodies:
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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
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.
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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:
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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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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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
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.
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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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
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.
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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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;
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Shareholding Pattern
98.87%
25.40% 30.16%
8.27%
Promoters Foreign
Corporate Bodies, Alternate Investment Fund, Trust & IEPF
Individual & HUF
0.97%
1.78% k. Dematerialisation of Shares & Liquidity
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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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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
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.
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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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.
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 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.
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.
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.
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.
(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.
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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:
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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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.
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.]
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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
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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
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
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COFORGE LIMITED
(CIN: L72100DL1992PLC048753)
STATEMENT OF CASH FLOWS
(All amounts in Rs Mn unless otherwise stated)
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)
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COFORGE LIMITED
(CIN: L72100DL1992PLC048753)
STATEMENT OF CASH FLOWS
(All amounts in Rs Mn unless otherwise stated)
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
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
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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
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
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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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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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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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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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:
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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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- 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 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.
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.
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 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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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.
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.
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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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)
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 -
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 -
4 Intangible assets
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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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
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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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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.
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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
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
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8 Contract Assets
Contract assets 60 - 45 -
Less: Allowance for doubtful contract assets 28 - 28 -
Net contract assets 32 - 17 -
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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
Opening balance 36 36
Increase/ decrease during the year - -
Closing Balance 36 36
Opening Balance 6 6
Increase/ decrease during the year - -
Closing Balance 6 6
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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
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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.
(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.
The amounts recognized in the balance sheet and the movements in the net defined benefit obligation over the year are as
follows:
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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
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
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.
The following payments are expected contributions to the defined benefit plan in future years:
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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
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(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.
(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.
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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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In other capacities:
Certification fees 1 1
Re-imbursement of expenses 1 1
Total payments to auditors 14 20
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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).
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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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.
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)
(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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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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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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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)
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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:
*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.
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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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:
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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:
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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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
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*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:
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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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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 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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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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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
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.
Total expenses arising from share-based payment transactions recognized in Statement of Profit and Loss as part of employee
benefit expense were as follows:
* This includes impact of modification (Change of Vesting Date) amounting to 3.5 Mn (Previous Year 12 Mn).
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Attributable to the equity holders of the Company (Rs. Per share) 120.12 106.19
Attributable to the equity holders of the Company (Rs. Per share) 117.75 103.75
Profit attributable to the equity holders of the Company used in calculating basic 7,325 6,445
earnings per share:
Profit attributable to the equity holders of the Company used in calculating diluted 7,325 6,445
earnings per share
Weighted average number of equity shares used as the denominator in calculating 60,981,411 60,694,760
basic earnings per share
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
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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34 Ratio analysis
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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
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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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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.
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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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.
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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
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:
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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.
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.
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.
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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;
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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.
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
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
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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
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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 and cash equivalents at the beginning of the financial year 4,468 7,999
Cash and cash equivalents at the end of the financial year 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
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(All amounts in Rs Mn unless otherwise stated)
a. Equity Share Capital
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
Total comprehensive income for the year - - - - - 6,621 18 226 6,865 547 7,412
Tax benefit on share based payment # (Refer note 35) - - - - - 382 - - 382 - 382
NCI arising from acquisition of subsidiary (Refer note 31) - - - - - - - - - 2,142 2,142
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
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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
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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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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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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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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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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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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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:
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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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- 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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- 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.
- 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 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.
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 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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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.
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 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
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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.
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.
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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
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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) -
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
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
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 - - - - -
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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:
*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:
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.
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Basis above, the following table sets out the key assumptions (approximate) for those CGUs that have significant goodwill
allocated to them:
31 March 2023
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
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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
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
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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
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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.
8 Contract Assets
Contract assets 1,613 1,282
Less: Allowance for doubtful contract assets 101 98
Net contract assets 1,512 1,184
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(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
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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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
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12 Non-controlling interests
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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
Current leave obligations expected to be settled within next 12 months 279 226
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The net liability disclosed above relates to funded and unfunded plans as follows:
Sensitivity analysis
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
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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:
(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.
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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.
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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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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)
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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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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 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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- 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
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The Group is holding the following foreign exchange forward contracts (highly probable forecasted sales)
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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*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.
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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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:
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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:
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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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
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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
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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30 Segment Reporting
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
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.
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.
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(c) There is no customer from which the company derived more than 10% of the revenue.
Information regarding revenues from external customers for each product and service is disclosed in note 16.
31 Business combinations
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.
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:
Cash paid for acquisition of 60% stake along with profit during step up acquisition period 9,201
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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
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.
The acquisition related cost recognised in consolidated statement of profit and loss and other comprehensive income was Rs.
223 Mn.
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.
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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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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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
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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:
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.
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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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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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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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
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Attributable to the equity holders of the Company (Rs. Per share) 113.77 109.02
Attributable to the equity holders of the Company (Rs. Per share) 111.53 106.52
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
Weighted average number of equity shares used as the denominator in calculating 60,981,411 60,694,760
basic earnings per share (numbers)
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)
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.
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
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(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
259
Coforge DPA NA Inc.
5 Villa Farms CIR MONROE, NJ 08831
Coforge SF Limited