Coforge Limited

July 06, 2021
The Manager, The General Manager,

Department of Corporate Services Department of Corporate Services
BSE Limited The National Stock Exchange of India Limited
Floor 25, P.J. Towers, Exchange Plaza,
Dalal Street, Mumbai – 400 001 Plot No. C/1, G Block, Bandra Kurla Complex,
BSE Scrip code – [532541] Bandra, Mumbai – 400 051
Non-Convertible Bond ISIN INE591G08012 NSE Scrip code – [COFORGE]
Dear Sir/Madam,
Subject:Intimation regarding 29th Annual General Meeting of Coforge Limited (Erstwhile NIIT
Technologies Limited), e-voting and Annual Report
This is in continuation to letter dated July 01, 2021, wherein the Company intimated about the ensuing 29th
Annual General Meeting (AGM) of the Members of the Company on Friday, July 30, 2021 at 09:00 A.M.
through VC/OAVM. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs vide
circular dated April 08, 2020 and April 13, 2020, May 05, 2020 and January 13, 2021 (referred as ‘MCA
Circulars’) and SEBI vide its Circular dated May 12, 2020 & January 15, 2021 have permitted the holding
of Annual General Meeting through VC/ OAVM without the physical presence of members at a common
venue. In compliance with the provisions of the MCA Circulars, the AGM of the Company will be held
through VC/OAVM.
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.coforgetech.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 July 27, 2021 at 9:00 A.M. till July 29, 2021 at 5:00 P.M. 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 July 23, 2021. Any person, who acquires shares of the Company and
become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e.
July 23, 2021 may obtain the login ID and password by sending a request at evoting@nsdl.co.in or
investors@Coforgetech.com or rta@alankit.com
Coforge Limited
(Erstwhile known as NIIT Technologies Limited)
Special Economic Zone, Plot No. TZ-2 & 2A, Sector - Tech Zone, Greater Noida (UP) - 201308, India.
Tel.: +91 120 4592 300, Fax: +91 120 4592 301 www.coforgetech.com
Registered Office: 8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019, India.
Tel.: +91 11 41029 297, Fax: +91 11 2641 4900
CIN: L72100DL1992PLC048753
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 2020-21 for your information and records.
Kindly acknowledge receipt.
Thanking you,
Yours truly,
For Coforge Limited

(Erstwhile NIIT Technologies Limited)
Lalit Kumar Sharma

Company Secretary & Legal Counsel
Encl as above:
Coforge Limited
(Erstwhile known as NIIT Technologies Limited)
Special Economic Zone, Plot No. TZ-2 & 2A, Sector - Tech Zone, Greater Noida (UP) - 201308, India.
Tel.: +91 120 4592 300, Fax: +91 120 4592 301 www.coforgetech.com
Registered Office: 8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019, India.
Tel.: +91 11 41029 297, Fax: +91 11 2641 4900
CIN: L72100DL1992PLC048753
Engage With
The Emerging
Transform at the Intersect
ANNUAL REPORT
2020-21
Table of
Contents
Corporate Information _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 3-4

Notice _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 5-19
Corporate Profile _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 20-20

The Year Gone By _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 21-22

Board’s Report _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 23-54

Management Discussion and Analysis _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 55-58

Business Responsibility Report _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 59-66

Report on Corporate Governance _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 67-87

Financial Statements - Coforge Limited _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 88-144

Consolidated Financial Statements _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 145-212

ANNUAL REPORT 2020-21 Engage With The Emerging
Corporate
Information
Board of Directors
Mr. Basab Pradhan Mr. Sudhir Singh Mr. Hari Gopalakrishnan

Non-Executive Independent Director CEO & Executive Director Non-Executive Director
-Chairperson
Mr. Patrick John Cordes Mr. Kenneth Tuck Kuen Cheong Mr. Kirti Ram Hariharan
Non-Executive Director Non-Executive Director Non-Executive Director
Mr. Ashwani Puri Ms. Holly Jane Morris

Non-Executive Independent Director Non-Executive Independent Director
3
Chief Financial Officer

Ajay Kalra
Company Secretary & Legal Counsel

Lalit Kumar Sharma
Auditors
S.R. Batliboi & Associates LLP
Financial Institutions/Bankers
Indian Overseas Bank
ICICI Bank Limited
Standard Chartered Bank
Citibank NA
Wells Fargo Bank
Registered Office
Coforge Limited (erstwhile NIIT Technologies Limited)
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji
New Delhi-110019, India
Email: investors@coforgetech.com
Tel: +91-11-41029297
Fax: +91-11-26414900
Registrar & Share Transfer Agent

Alankit Assignments Limited Unit - Coforge Limited
4E/2, Jhandewalan Extension
New Delhi-110055
Tel: +91-11-23541234, 42541234
Fax: +91-11-41543474
Email: rta@alankit.com
Coforge Limited’s Website

Corporate Website: www.coforgetech.com
All trademarks acknowledged.
4
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8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji New Delhi-110019, India Engage With The Emerging
Tel: +91-11-41029297, Fax: +91-11-26414900, Email: investors@coforgetech.com
NOTICE
Notice is hereby given that the Twenty Ninth Annual General of the Nomination & Remuneration Committee and
Meeting of the Members of the Company will be held on the Board of Directors, Mr. Basab Pradhan (DIN:
Friday, July 30,2021 at 09:00 A.M. (IST) through Video 00892181), who holds office of Independent Director
Conferencing (VC)/ Other Audio Visual Mode (OAVM) to up to June 28, 2021 and who has submitted a
transact the following businesses: declaration that he meets the criteria for independence
as provided under Section 149(6) of the Act and
ORDINARY BUSINESS
Regulation 16(1)(b) of the SEBI Regulations be and
1. To receive, consider and adopt:
is hereby re-appointed as an Independent Director
(a) the Audited Financial Statements of the of the Company and the Chairperson of the Board,
Company for the Financial Year ended March for a second term of three (3) consecutive years
31, 2021 including Balance Sheet as at March commencing from June 29, 2021 upto June 28, 2024.”
31, 2021, the Statement of Profit and Loss for
6. To approve the profit related commission payable to Mr.
the year ended on that date, together with the
Basab Pradhan (DIN: 00892181) as an Independent
Reports of the Board of Directors and Auditors
Director of the Company and as Chairperson of the
thereon; and
Board and in this regard to consider and if thought
(b) the Audited Consolidated Financial Statements fit, to pass with or without modifications, the following
of the Company for the Financial Year ended resolution as a SPECIAL RESOLUTION:-
March 31, 2021 including Balance Sheet as at
“RESOLVED THAT pursuant to the provisions of
March 31, 2021, the Statement of Profit and Loss
Sections 197 and any other provisions or Rules
for the year ended on that date, together with
as framed thereunder (including any statutory
Report of the Auditors thereon;
modification(s) or re-enactment(s) thereof, for the
2. To confirm interim dividend aggregating to INR 13 per time being in force) and the applicable provisions of
equity share of the face value of INR 10 each for the SEBI (Listing Obligations & Disclosure Requirements)
Financial Year ended March 31, 2021. Regulations, 2015 (“SEBI Regulations”) as amended
3. To appoint a Director in place of Mr. Kenneth Tuck from time to time and the Articles of Association
Kuen Cheong (DIN: 08449253) who retires by rotation of the Company, consent of the members be and is
and being eligible, offers himself for re-appointment. hereby accorded to pay commission to Mr. Basab
4. To appoint a Director in place of Mr. Patrick John Pradhan (DIN: 00892181), Independent Director and
Cordes (DIN: 02599675) who retires by rotation and Chairperson of the Company in addition to fee payable
being eligible, offers himself for re-appointment. to the him for attending the meetings of the Board or
Committees thereof and reimbursement of expenses
SPECIAL BUSINESS
for participation in the Board and other meetings as
5. Re-appointment of Mr. Basab Pradhan (DIN:
set out in the explanatory statement annexed to the
00892181) as Independent Director and as the
notice.”
Chairperson of the Board and in this regard to
7. To consider and approve the raising of funds in one or
consider and if thought fit, to pass with or without
more tranches, by issuance of depository receipts and/
modification(s), the following resolution as a SPECIAL
or equity shares and/or other eligible securities and in
RESOLUTION:
this regard to consider and if thought fit, to pass with
“RESOLVED THAT pursuant to the provisions of
or without modifications, the following resolution as
Sections 149, 152 and other applicable provisions, if
SPECIAL RESOLUTION:-
any, of the Companies Act, 2013(“the Act”) read with
“RESOLVED THAT, pursuant to the applicable
Schedule IV to the Act and any other provisions or
provisions of Sections 23, 41, 42, 62, and other
Rules as framed thereunder (including any statutory
applicable provisions, if any, of the Companies Act,
modification(s) or re-enactment(s) thereof, for the
2013 and the rules framed thereunder, including the
time being in force) and the applicable provisions of
Companies (Prospectus and Allotment of Securities)
SEBI (Listing Obligations & Disclosure Requirements)
Rules, 2014, the Companies (Share Capital and
Regulations, 2015 (“SEBI Regulations”) as amended
Debentures) Rules, 2014 and the Companies (Issue of
from time to timeand pursuant to the recommendation
Global Depository Receipts) Rules, 2014 including any
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NOTICE
amendment(s) thereto or re-enactment(s) thereof for mean and include any duly constituted committee
the time being in force (collectively, the “Companies thereof for the time being exercising the powers
Act”), the Foreign Exchange Management Act, 1999, conferred by the Board), consent of the members
and the rules and regulations made thereunder, of the Company be and is hereby accorded to the
including the Foreign Exchange Management (Non- Board to offer, create, issue and allot in one or more
Debt Instruments) Rules, 2019, each as amended tranches, American Depository Receipts (“ADRs”)
from time to time, the relevant provisions of the and / or Global Depository Receipts (“GDRs”) and / or
Memorandum and Articles of Association of the Equity Shares(“Securities”) or a combination of any
Company, regulations for qualified institutions other Securities through one or more public or private
placement contained in Chapter VI and other applicable offering in domestic and / or one or more international
provisions of the Securities and Exchange Board of market(s),with or without green shoe option, or
India (Issue of Capital and Disclosure Requirements) issuance of ADRs / GDRs and creation of an ADR/
Regulations, 2018, as amended (hereinafter referred GDR program or a qualified institutional placement
to as “SEBI ICDR Regulations”), the Securities (“QIP”), as the Board may deem appropriate, in terms
and Exchange Board of India (Listing Obligations of SEBI Regulations or by one or more combination
and Disclosure Requirements) Regulations, 2015, as of the above or otherwise and at such time or times
amended, (hereinafter referred to as “SEBI Listing in one or more tranches, whether rupee denominated
Regulations”), the Depository Receipts Scheme, or denominated in foreign currency, at such price or
2014, Framework for issue of Depository Receipts prices, at market price or at a discount or premium
issued by the Securities and Exchange Board of to market price in terms of applicable regulations, to
India (“SEBI”) vide its circular no SEBI/HO/MRD/ any eligible investors, including residents and/or non-
DOP1/CIR/P/2019/106, dated October 10, 2019, residents and/or qualified institutional buyers and/or
each as amended (“DR Framework”), the Prevention institutions/banks and/or incorporated bodies and/or
of Money-Laundering Act, 2002, and rules and individuals and/or trustees and/or stabilizing agents or
regulations made thereunder and such other statutes, otherwise, whether or not such investors are members/
clarifications, rules, regulations, circulars, notifications, shareholders of the company, as may be deemed
guidelines, if any, as may be applicable, as amended appropriate by the Board and as permitted under
from time to time issued by the Government of India Applicable Laws (“Investors”), for an amount not
(“Government of India”), the Ministry of Corporate exceeding Rs. 3,750 million (Rupees Three Thousand
Affairs (“MCA”), the Reserve Bank of India (“RBI”), Seven Hundred Fifty Million Only) in Indian Rupees or
BSE Limited (“BSE”), National Stock Exchange of an equivalent amount in any foreign currency (such
India Limited (“NSE”, and together with BSE, the limit being applicable only to a fresh issue of Equity
“Stock Exchanges”) where the equity shares of Shares by the Company) (“Issue”), as the Board may
face value of Rs. 10 each the Company (“Equity determine, where necessary in consultation with the
Shares”) are listed, the SEBI and any other Lead Managers, Merchant Bankers, Underwriters,
appropriate governmental or regulatory authority Guarantors, Financial and / or Legal Advisors,
under any other applicable laws and subject to all Depositories, Registrars and other advisors or
other approval(s), consent(s), permission(s) and / or agencies and on such terms and conditions as may
sanction(s) as may be required from various regulatory be determined and deemed appropriate by the Board
and statutory authorities, including the Government of in its absolute discretion at the time of such issue and
India, the RBI, SEBI, MCA and the Stock Exchanges allotment considering the prevailing market conditions
(hereinafter referred to as “Appropriate Authorities” and other relevant factors, so as to enable to list on
and such laws, the “Applicable Laws”), and subject any stock exchanges in India and / or on any of the
to such terms, conditions and modifications as may be overseas stock exchanges, wherever required and as
prescribed by any of the Appropriate Authorities while may be permissible.”
granting such approval(s), consent(s), permission(s) “RESOLVED FURTHER THAT in the event of issue
and / or sanction(s), which may be agreed to by the of ADRs / GDRs (“DR Issue”), such DR Issue may
Board of Directors of the Company (hereinafter referred be undertaken through (i) a transfer of existing Equity
to as the “Board”, which term shall be deemed to Shares by eligible shareholders of the Company not
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NOTICE
exceeding 18,500,000 Equity Shares of the Company in which the Board (including any committee of the
or (ii) a fresh issue of Equity Shares by the Company Board) decides to open the proposed issue of Equity
within the overall limit of Rs. 3,750 Mn (Rupees Three Shares as Eligible Securities;
Thousand Seven Hundred Fifty Million Only) as “RESOLVED FURTHER THAT the Securities to
applicable to fresh issuance of Equity Shares by the be created, issued allotted and offered in terms of
Company under various modes of capital raising; or this Resolution shall be subject to the provisions of
(iii) a combination of (i) and (ii) above; and the pricing the Memorandum and Articles of Association of the
for the DR Issue (and applicable ‘relevant date’, if any, Company.”
for the purpose of such pricing) shall be determined “RESOLVED FURTHER THAT the Equity Shares so
in compliance with principles and provisions set out issued shall in all respects rank pari passu with the
in the Depository Receipts Scheme, 2014, the DR existing Equity Shares of the Company and shall be
Framework, the Foreign Exchange Management Act, listed with the stock exchanges where the Company’s
1999, and the rules and regulations made thereunder, existing equity shares are listed.”
including the Foreign Exchange Management (Non- “RESOLVED FURTHER THAT for the purpose of
Debt Instruments) Rules, 2019 and such other giving effect to the DR Issue/Issue, the Board be and
notifications, clarifications, guidelines, rules and is hereby authorised on behalf of the Company to do
regulations issued by any of the Appropriate Authorities all such acts, deeds, matters and things as it may,
(including any statutory modifications, amendments or in absolute discretion, deem necessary or desirable
re-enactments thereof).” for such purpose, including without limitation, the
“RESOLVED FURTHER THAT the Board be and is determination of the terms thereof, finalization and
hereby authorized to enter into any arrangement with approval of the offer documents(s) (by whatever name
any agencies or bodies for the issue of ADRs and / or called), private placement offer letter, determining the
GDRs represented by underlying Equity Shares in the form, proportion and manner of the issue, including
share capital of the Company with such features and the class of investors to whom the Securities are to
attributes as are prevalent in international / domestic be allotted, number of Securities to be allotted, issue
capital markets for instruments of this nature and price, premium amount on issue, fixing record date,
to provide for the tradability and free transferability seeking listings on one or more stock exchanges
thereof in accordance with market practices as per the in India or abroad, entering into arrangements for
domestic and / or international practice and regulations managing, underwriting, marketing, listing and
and under the norms and practices prevalent in the trading, to issue placement documents and to sign all
domestic / international capital markets and subject deeds, documents and writings and to pay any fees,
to Applicable Law and regulations and the Articles of commissions, remuneration, expenses relating thereto
Association of the Company.” and for other related matters and with power on behalf
“RESOLVED FURTHER THAT any issue of Eligible of the Company to settle all questions, difficulties
Securities made by way of a QIP in terms of Chapter or doubts that may arise in regard to such offer(s)
VI of the SEBI ICDR Regulations shall be at such or issue(s) or allotment(s) as it may, in its absolute
price which is not less than the price determined in discretion, deem fit.”
accordance with the pricing formula provided under “RESOLVED FURTHER THAT the Board be and
Chapter VI of the SEBI ICDR Regulations (the is hereby authorised to appoint merchant bankers,
“QIP Floor Price”). The Company may, however, in underwriters, depositories, custodians, registrars,
accordance with Applicable Law, offer a discount of not trustees, bankers, lawyers, advisors and all such
more than 5% (Five Percentage) or such percentage agencies as may be involved or concerned in the
as permitted under Applicable Law on the QIP Floor DR Issue/Issue and to remunerate them by way of
Price.” commission, brokerage, fees or the like (including
“RESOLVED FURTHER THAT in the event that Equity reimbursement of their actual expenses) and also
Shares are issued to QIBs by way of a QIP in terms of to enter into and execute all such arrangements,
Chapter VI of the SEBI ICDR Regulations, the relevant contracts/agreements, memorandum, documents,
date for the purpose of pricing of issue and allotment etc., with such agencies, to seek the listing of Securities
of Equity Shares, shall be the date of the meeting on one or more recognized stock exchange(s), to affix
7
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NOTICE
common seal of the Company on any arrangements, to the DR Issue/Issue and to agree to such conditions
contracts / agreements, memorandum, documents, or modifications that may be imposed by any relevant
etc. as may be required.” authority or that may otherwise be deemed fit or proper
“RESOLVED FURTHER THAT for the purpose by the Board and to do all acts, deeds, matters and
of giving effect to the above, the Board be and is things in connection therewith and incidental thereto
hereby authorised in consultation with the merchant as the Board in its absolute discretion deems fit and
banker(s), advisors and / or other intermediaries as to settle any questions, difficulties or doubts that may
may be appointed in relation thereto, is authorised to arise in relation to the any of the aforesaid or otherwise
take all actions and do all such acts, deeds, matters in relation to the DR Issue/Issue.”
and things as it may, in its absolute discretion, deem “RESOLVED FURTHER THAT the Board be and is
necessary, desirable or expedient for the DR Issue/ hereby authorised to delegate (to the extent permitted
Issue and to resolve and settle all questions and by law) all or any of the powers herein conferred to any
difficulties that may arise in the DR Issue/Issue, officer of the Company.”
including issue/offer size for each tranche thereof,
form, terms and timing of the DR Issue/Issue for By the Order of the Board
each tranche, identification of the investors to whom For Coforge Limited
Securities are to be offered, utilization of the proceeds (Erstwhile NIIT Technologies Limited)
and other related, incidental or ancillary matters as Sd/-
the Board may deem fit at its absolute discretion, to Lalit Kumar Sharma
make such other applications to concerned statutory Place: Noida Company Secretary & Legal Counsel
or regulatory authorities as may be required in relation Date : July 06, 2021 Membership No. FCS 6218
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NOTICE
Notes: Secretarial Standard on General Meetings issued

1. In view of the continuing Covid-19 pandemic, the by the Institute of Company Secretaries of India, of
Ministry of Corporate Affairs vide circular dated April the person seeking appointment/re-appointment as
08, 2020 and April 13, 2020, May 05, 2020 and January Director under Item Nos. 3, 4 & 5 of the Notice are
13, 2021 (referred as ‘MCA Circulars’) and SEBI vide also annexed.
its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 4. A Member entitled to attend and vote at the Annual
dated May 12, 2020 and Circular No. SEBI/ HO/CFD/ General Meeting is entitled to appoint a proxy to
CMD2/CIR/P/2021/11 dated January 15, 2021 have attend and the proxy need not be a member of the
permitted the holding of Annual General Meeting Company. Since the AGM is being held through VC/
through Video Conferencing/ Other Audio Video OAVM, physical presence of the members have
Mode (VC/OAVM) without the physical presence of been dispensed with. Accordingly, the facility for
members at a common venue. In compliance with the appointment of proxies by the members will not be
provisions of the MCA & SEBI Circulars, the AGM of available for the AGM and hence the proxy form and
the Company is being held through VC/OAVM. attendance slip are not annexed to this notice.
2. As per the guidelines prescribed by the Ministry of 5. Members attending the meeting through VC/OAVM
Corporate Affairs for holding general meetings, vide shall be counted for the purpose of quorum under
abovementioned Circulars this Notice is being sent Section 103 of the Act.
only by e-mail to all the members, whose e-mail 6. Corporate Members including Institutional/ Corporate
IDs are registered with the Company or with the Shareholders (i.e. other than individuals /HUF, NRI,
National Securities Depository Limited (‘NSDL’)/ etc.) are requested to send a certified true copy of
Central Depository Services (India) Limited (‘CDSL’) the Board Resolution authorizing their authorized
(‘Depositories’) and whose name appear in the representative to attend the AGM through VC/ OAVM
register of members/ list of beneficial owners as and vote on their behalf through remote e-voting.
received from the Depositories as on Friday, June 18, The said Resolution/ Authorization shall be sent to
2021 (‘Cut-off Date’) for sending annual report. It is the Scrutinizer by email through its registered email
however, clarified that all members of the Company address to officenns@gmail.com with a copy marked
as on the Cut-off Date (including those members to investors@coforgetech.com.
who may not have received this Notice due to non-
7. Members seeking any information with regard to the
registration of their e-mail IDs with the Company or
accounts or any matter to be placed at the AGM, are
the Depositories) shall be entitled to vote in relation
requested to write to the Company on or before July
to the resolution specified in this Notice in accordance
28, 2021 by 05:00 P.M. through email on investors@
with the process specified. Shareholders whose email
coforgetech.com. The same will be replied by the
IDs are not registered, are requested to contact the
Company suitably.
Company at investors@coforgetech.com or NSDL/
CDSL (in case of dematerialised shares) or Alankit 8. Members who hold shares in physical form in multiple
Assignments Limited (‘RTA’) at rta@alankit.com (in folios in identical names or joint accounts in the
case of physical shares) and send a request letter same order of names are requested to send share
signed by all the shareholders along with self-attested certificates to the Company for consolidation into a
copies of PAN Card and address proof to register their single folio.
email ids. In view of extraordinary circumstances due 9. Members are requested to intimate changes, if
to pandemic caused by Covid-19, and line with the any, pertaining to their name, postal address, email
MCA Circulars, physical copies of the AGM Notice are address, telephone/ mobile numbers, Permanent
not being dispatched. Shareholders may note that this Account Number (PAN), mandates, nominations,
notice is also available on the website of the Company power of attorney, bank details such as, name of the
(www.coforgetech.com) and National Securities bank and branch details, bank account number, MICR
Depository Limited (NSDL), www.evoting.nsdl.com. code, IFSC code, etc., to their DPs in case the shares
are held by them in electronic form and to TCPL in
3. The relevant details as required pursuant to Regulations
case the shares are held by them in physical form.
26(4) and 36(3) of the SEBI Listing Regulations and
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NOTICE
10. Every Company, as per the provisions of SEBI circular No. 101049W/E300004) as Statutory Auditors of
no. DCC/FITTCIR-3/2001 dated October 15, 2001 the Company to hold office for a period of five years
and circular no. CIR/MRD/DP/10/2013 dated March from the conclusion of that AGM till the conclusion
21, 2013, is mandatorily required to use Electronic of the thirtieth AGM, subject to ratification of their
Clearing System (ECS/NEFT/RTGS) facility for appointment by Members at every AGM, if so required
distributing dividends or other cash benefits to under the Act. The requirement to place the matter
investors wherever applicable. Currently ECS facility relating to appointment of auditors for ratification by
is available at locations specified by RBI. Members at every AGM has been done away by the
In view of the above, the shareholders holding shares Companies (Amendment) Act, 2017 with effect from
in physical form are requested to provide to Registrar May 7, 2018. Accordingly, no resolution is being
and Share Transfer Agent i.e. Alankit Assignments proposed for ratification of appointment of statutory
Limited, RTA Division, Unit: Coforge Limited 4E/2, auditors at this AGM.
Jhandewalan Extension, New Delhi – 110055, for 12. In terms of provisions of Companies Act, 2013,
changes, if any, in their address and bank mandates, Members desirous of appointing their Nominees
so that all future dividends can be remitted through for the shares held by them may apply in the
ECS. In case of shareholders staying at locations Nomination Form (Form - SH 13). The said form can
not covered by ECS, the bank details shall be be downloaded from the Company’s website www.
printed on the Dividend Warrants so as to protect coforgetech.com (under ‘Investors’ section). Members
against any fraudulent encashment of the same. The holding shares in physical form may submit the same
Shareholders can obtain a copy of the ECS Mandate to the Company at the Registered Office. Members
Form from the Registered Office of the Company holding shares in electronic form may submit the
or can download from the website of the Company same to their respective Depository Participant.
at www.coforgetech.com. In respect of members 13. To prevent fraudulent transactions, Members are
who hold shares in dematerialized form, their Bank advised to exercise due diligence and notify the
Account details, as furnished by their Depositories to Company of any change in address or demise of
the Company, will be printed on their Dividend Warrant any Member as soon as possible. Members are also
as per the applicable regulations of the Depositories advised not to leave their Demat account(s) dormant
and the Company will not entertain any direct request for long. Periodic statement of holdings should be
from such members for deletion of or change in obtained from the concerned Depository Participant
Bank Account details. Members who wish to change and holdings should be verified.
their Bank Account details are therefore requested
14. Relevant documents referred to in the proposed
to advise their Depository Participants about such
resolutions are available for inspection at the
change. We encourage members to utilize Electronic
Registered Office of the Company during business
Clearing System (ECS) for receiving Dividends.
hours on all days except Saturdays, Sundays and
Pursuant to Finance Act 2020, dividend income will
Public holidays up to the date of the Annual General
be taxable in the hands of shareholders w.e.f. April
Meeting, subject to the restrictions placed by the
1, 2020 and the Company is required to deduct tax
Government due to the lockdown.
at source from dividend paid to shareholders at the
prescribed rates. For the prescribed rates for various 15. Pursuant to the Companies Act, 2013, read with
categories, the shareholders are requested to refer to Investor Education & Protection Fund Authority
the Finance Act, 2020 and amendments thereof the (Accounting, Audit, Transfer and Refund) Rules, 2016
shareholders are requested to update their PAN with as amended, all unclaimed/unpaid dividend for the
the Company/RTA (in case of shares held in physical Financial Year ended on March 31, 2013, have been
mode) and depositories (in case of shares held in transferred to the Investor Education and Protection
demat mode). Fund (IEPF) of the Central Government during the
year. Members who have not so far encashed Dividend
11. At the AGM held on September 22, 2017 the
Warrant(s) for the financial year ended March 31,
Members approved appointment of S R Batliboi &
2014 and thereafter are requested to approach the
Co LLP, Chartered Accountants (Firm Registration
Company by writing a letter to the Company at its
10
(CIN: L72100DL1992PLC048753)
NOTICE
Registered Office address immediately. The Members, 17. The Securities and Exchange Board of India
whose unclaimed dividends/shares have been (SEBI) vide Notification dated June 08, 2018 has
transferred to IEPF, may claim the same by making mandated that with effect from December 05, 2018,
an online application to the IEPF Authority in web only Dematerialized securities will be allowed to be
Form No. IEPF-5 available on www.iepf.gov.in. For transferred except for transmission or transposition
details, please refer to corporate governance report of securities. The shareholders holding shares
which is a part of this Annual Report. Pursuant to the in physical form are requested to immediately
IEPF (Uploading of information regarding unpaid and accordingly get their shares dematerialized in order
unclaimed amounts lying with Companies) rules, 2012 to avoid the inconvenience at the time of transferring
(IEPF Rules), which is applicable to the Company, the their shares.
Company has uploaded the information in respect of 18. Pursuant to the first proviso to the Rule 18 of the
the Unclaimed Dividends on the website of the IEPF Companies (Management and Administration)
viz. www.iepf.gov.in and under “Investors Section” on Rules, 2014, the Company shall provide an advance
the website of the Company viz. www.coforgetech. opportunity at least once in a Financial Year to
com. the Members to register their E-mail address and
The Company has issued a newspaper advertisement changes therein either with Depository Participant or
on May 05, 2021 informing the shareholders that the with the Company. In view of the same, the Members
final dividend declared during FY 2013-14 which who have not registered their e-mail addresses so far
has remained unpaid/ unclaimed for 7 years shall be are requested to register their e-mail addresses for
credited to the Investor Education Protection Fund receiving all communications including Notices of all
(IEPF) alongwith the corresponding shares on which General Meetings, Directors’ Report, Auditors’ Report,
the dividend has remained unpaid/ unclaimed for 7 Audited Financial Statements and other documents
years, as per the procedure set out in the Rules. through electronic mode, pursuant to the provisions of
In view of the threat posed by the outbreak of the the Companies Act, 2013 read with the rules framed
COVID-19 pandemic, and in accordance with the thereunder.
provisions of MCA Circulars the Company shall be 19. Members desirous of obtaining any information/
sending notices to the shareholders through electronic clarification concerning the accounts and operations
mode. However, the Company shall dispatch the of the Company are requested to address their
notices to the shareholders after the lifting of the queries in writing to the Company Secretary at least
lockdown giving them an opportunity to claim their ten days before the Annual General Meeting, so that
unclaimed dividend by July 20, 2021. For details the the information required may be made available at
Members may refer the website. the Annual General Meeting. Members may also note
16. The Securities and Exchange Board of India (SEBI) that the Notice and Annual Report for the financial
has mandated the submission of Permanent Account year 2020-21 will also be available on the Company’s
Number (PAN) by every participant in securities website www.coforgetech.com.
market. Members holding shares in electronic form 20. Since the AGM will be held through VC/ OAVM, the
are, therefore, requested to submit the PAN to Route map is not annexed to the Notice.
their Depository Participants with whom they are
Voting through electronic means:
maintaining their Demat Accounts. Further, in order to
facilitate payment of dividends, SEBI vide its circular 1. Pursuant to Regulation 44 of the SEBI (Listing
dated April 20, 2018 has mandated the Company/RTA Obligations and Disclosure Requirements)
to obtain copy of PAN Card and Bank Account details Regulations, 2015 (“Listing Regulations”) and Section
from all the members holding shares in physical form. 108 of the Companies Act, 2013, Rule 20 of the
Accordingly, members holding shares in physical Companies (Management and Administration) Rules,
form shall submit their PAN and bank details to the 2014 as amended by the Companies (Management
Registrar and Transfer Agent of the Company i.e. and Administration) Amendment Rules, 2015, the
Alankit Assignments Limited at 4E/2, Jhandewalan Company has provided a facility to its members
Extension, New Delhi 110055. to cast their votes on resolutions as set forth in the
11
(CIN: L72100DL1992PLC048753)
NOTICE
Notice convening the 29th Annual General Meeting to 8. The Scrutinizer shall, immediately after the conclusion
be held on Friday July 30, 2021 at 09:00 A.M. (IST), of voting at the AGM, first count the votes cast during
electronically through the e-voting service provided by the AGM, thereafter unblock the votes cast through
NSDL. Resolution(s) passed by the Members through remote e-voting and make, not later than 48 hours of
e-voting is/ are deemed to have been passed as if they conclusion of the AGM, a consolidated Scrutinizer’s
have been passed at the Annual General Meeting. Report of the total votes cast in favour or against, if
The e-voting facility will commence from 09:00 any, to the Chairman or a person authorised by him in
A.M. (IST) on Tuesday, July 27, 2021 and ends at writing, who shall countersign the same.
05:00 P.M. (IST) on Thursday, July 29, 2021. The 9. The result declared along with the Scrutinizer’s
e-voting module shall be disabled by NSDL for voting Report shall be placed on the Company’s website
thereafter. During this period the members holding www.coforgetech.com and on the website of NSDL
shares either in physical form or in dematerialized https://www.evoting.nsdl.com. The Company shall
form, as on the cut-off date for e-voting i.e. Friday, July simultaneously forward the results to National Stock
23, 2021 may cast their votes electronically. Exchange of India Limited and BSE Limited, where
2. Those Members, who will be present in the AGM the shares of the Company are listed.
through VC/OAVM facility and have not cast their vote The instructions for members for remote e-voting and
on the Resolutions through remote e-voting and are joining the Annual General Meeting are as under:
otherwise not barred from doing so, shall be eligible to
The remote e-voting period begins on Tuesday, July
vote through e-voting system during the AGM.
27, 2021 at 09:00 A.M. and ends on Thursday, July
3. Mr. Nityanand Singh, Company Secretary 29, 2021 at 05:00 P.M. The remote e-voting module
(Membership No. FCS-2668) of M/s Nityanand Singh shall be disabled by NSDL for voting thereafter. The
& Co., Company Secretaries has been appointed as Members, whose names appear in the Register of
the Scrutinizer for providing facility to the Members Members / Beneficial Owners as on the record date
of the Company to scrutinize the voting and remote (cut-off date) i.e. Friday, July 23, 2021, may cast their
e-voting process in a fair and transparent manner. vote electronically.
4. The Members who have cast their vote by remote How do I vote electronically using NSDL e-Voting
e-voting prior to the AGM may also attend/ participate system?
in the AGM through VC/OAVM but shall not be entitled
The way to vote electronically on NSDL e-Voting system
to cast their vote again.
consists of “Two Steps” which are mentioned below:
5. The voting rights of Members shall be in proportion to
Step 1: Access to NSDL e-Voting system
their shares in the paid-up equity share capital of the
Company as on the cut-off date. A) Login method for e-Voting and joining virtual
meeting for Individual shareholders holding securities
6. Any person, who acquires shares of the Company and
in demat mode
becomes a Member of the Company after sending of
the Notice and holding shares as of the cut-off date, In terms of SEBI circular dated December 9, 2020 on
may obtain the login ID and password by sending a e-Voting facility provided by Listed Companies, Individual
request at evoting@nsdl.co.in. However, if he/she is shareholders holding securities in demat mode are allowed
already registered with NSDL for remote e-voting then to vote through their demat account maintained with
he/she can use his/her existing User ID and password Depositories and Depository Participants. Shareholders
for casting the vote. are advised to update their mobile number and email Id
7. Members who have cast their votes by remote e-voting in their demat accounts in order to access e-Voting facility.
prior to the AGM may also attend the AGM but shall Login method for Individual shareholders holding securities
not be entitled to cast their votes. in demat mode is given below:
12
(CIN: L72100DL1992PLC048753)
NOTICE
Type of shareholders Login Method
Individual shareholding 1. If
you are already registered for NSDL IDeAS facility, please visit the e-Services website of
securities in demat mode NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either
with NSDL. on a Personal Computer or on a mobile. Once the home page of e-Services is launched,
click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section.
A new screen will open. You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under
e-Voting services and you will be able to see e-Voting page. Click on options available against
company name or e-Voting service provider - NSDL and you will be re-directed to NSDL
e-Voting website for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
2. If
the user is not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.
com/SecureWeb/IdeasDirectReg.jsp
3. Visit
the e-Voting website of NSDL. Open web browser by typing the following URL: https://
www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of
e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number held with NSDL), Password/OTP and a Verification Code as shown
on the screen. After successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on options available against company name or
e-Voting service provider - 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.
Individual Shareholders 1.
Existing users who have opted for Easi / Easiest, they can login through their user id
holding securities in demat and password. Option will be made available to reach e-Voting page without any further
mode with CDSL authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The
Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
3. If
the user is not registered for Easi/Easiest, option to register is available at https://web.
cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing demat Account Number
and PAN No. from a link in 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 provided links for the respective ESP i.e. NSDL where
the e-Voting is in progress.
Individual Shareholders You can also login using the login credentials of your demat account through your Depository
(holding securities in demat Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to
mode) login through their see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL
depository participants Depository site after successful authentication, wherein you can see e-Voting feature. Click on
options available against company name or e-Voting service provider-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.
13
(CIN: L72100DL1992PLC048753)
NOTICE
Helpdesk for Individual Shareholders holding Members who hold 16 Digit Beneficiary ID
b) For
securities in demat mode for any technical issues shares in demat account For example if your Beneficiary
related to login through Depository i.e. NSDL and with CDSL. ID is 12************** then your
CDSL user ID is 12**************
Login type Helpdesk details For Members holding EVEN Number followed by
c)
shares in Physical Form. Folio Number registered with
Individual Members facing any technical issue in
the company
Shareholders login can contact NSDL helpdesk by
holding securities sending a request at evoting@nsdl. For example if folio number is
in demat mode co.in or call at toll free no.: 1800 1020 001*** and EVEN is 101456
with NSDL 990 and 1800 22 44 30 then user ID is 101456001***
Individual Members facing any technical issue in 5. Password details for shareholders other than
Shareholders login can contact CDSL helpdesk by Individual shareholders are given below:
holding securities sending a request at helpdesk.evoting@ a) If
you are already registered for e-Voting, then
in demat mode cdslindia.com or contact at 022- you can user your existing password to login and
with CDSL 23058738 or 022-23058542-43 cast your vote.
B) Login Method for shareholders other than b) you are using NSDL e-Voting system for the
If
Individual shareholders holding securities in first time, you will need to retrieve the ‘initial
demat mode and shareholders holding securities password’ which was communicated to you. Once
in physical mode. you retrieve your ‘initial password’, you need to
How to Log-in to NSDL e-Voting website? enter the ‘initial password’ and the system will
1. Visit the e-Voting website of NSDL. Open web browser force you to change your password.
by typing the following URL: https://www.evoting.nsdl. c) How to retrieve your ‘initial password’?
com/ either on a Personal Computer or on a mobile. (i) your email ID is registered in your demat
If
2. Once the home page of e-Voting system is launched, account or with the company, your ‘initial
click on the icon “Login” which is available under password’ is communicated to you on your email
‘Shareholder/Member’ section. ID. Trace the email sent to you from NSDL from
3. A new screen will open. You will have to enter your your mailbox. Open the email and open the
User ID, your Password/OTP and a Verification Code attachment i.e. a .pdf file. Open the .pdf file. The
as shown on the screen. password to open the .pdf file is your 8 digit client
ID for NSDL account, last 8 digits of client ID for
Alternatively, if you are registered for NSDL eservices
CDSL account or folio number for shares held in
i.e. IDEAS, you can log-in at https://eservices.nsdl.com/
physical form. The .pdf file contains your ‘User ID’
with your existing IDEAS login. Once you log-in to NSDL
and your ‘initial password’.
eservices after using your log-in credentials, click on
e-Voting and you can proceed to Step 2 i.e. Cast your vote (ii) your email ID is not registered, please follow
If
electronically. steps mentioned below in process for those
shareholders whose email ids are not registered
4. Your User ID details are given below :
6. If you are unable to retrieve or have not received the “
Manner of holding shares Your User ID is: Initial password” or have forgotten your password:
i.e. Demat (NSDL or CDSL)
a) Click on “Forgot User Details/Password?”(If
or Physical
you are holding shares in your demat account
Members who hold 8 Character DP ID followed by
a) For with NSDL or CDSL) option available on www.
shares in demat account 8 Digit Client ID evoting.nsdl.com.
with NSDL. For example if your DP ID b)
Physical User Reset Password?” (If you are
is IN300*** and Client ID is holding shares in physical mode) option available
12****** then your user ID is on www.evoting.nsdl.com.
IN300***12******.
c) you are still unable to get the password by
If
aforesaid two options, you can send a request
at evoting@nsdl.co.in mentioning your demat
14
(CIN: L72100DL1992PLC048753)
NOTICE
account number/folio number, your PAN, your In such an event, you will need to go through the
name and your registered address etc. “Forgot User Details/Password?” or “Physical User
d)
Members can also use the OTP (One Time Reset Password?” option available on www.evoting.
Password) based login for casting the votes on nsdl.com to reset the password.
the e-Voting system of NSDL. 3. In case of any queries, you may refer the Frequently
7. After entering your password, tick on Agree to “Terms Asked Questions (FAQs) for Shareholders and
and Conditions” by selecting on the check box. e-voting user manual for Shareholders available at the
8. Now, you will have to click on “Login” button. download section of www.evoting.nsdl.com or call on
toll free no.: 1800 1020 990 and 1800 22 44 30 or
9. After you click on the “Login” button, Home page of
send a request to Mr. Narender Dev at evoting@nsdl.
e-Voting will open.
co.in
Step 2: Cast your vote electronically and join General
Process for those shareholders whose email ids are
Meeting on NSDL e-Voting system.
not registered with the depositories for procuring
How to cast your vote electronically and join General
user id and password and registration of e mail ids for
Meeting on NSDL e-Voting system?
e-voting for the resolutions set out in this notice:
1. After successful login at Step 1, you will be able to see
1. In case shares are held in physical mode please
all the companies “EVEN” in which you are holding
provide Folio No., Name of shareholder, scanned
shares and whose voting cycle and General Meeting
copy of the share certificate (front and back), PAN
is in active status.
(self attested scanned copy of PAN card), AADHAR
2. Select “EVEN” of company for which you wish to
(self attested scanned copy of Aadhar Card) by email
cast your vote during the remote e-Voting period
to investors@coforgetech.com.
and casting your vote during the General Meeting.
For joining virtual meeting, you need to click on “VC/ 2. In case shares are held in demat mode, please
OAVM” link placed under “Join General Meeting”. provide DPID-CLID (16 digit DPID + CLID or 16
digit beneficiary ID), Name, client master or copy of
3. Now you are ready for e-Voting as the Voting page
Consolidated Account statement, PAN (self attested
opens.
scanned copy of PAN card), AADHAR (self attested
4. Cast your vote by selecting appropriate options i.e.
scanned copy of Aadhar Card) to investors@
assent or dissent, verify/modify the number of shares
coforgetech.com. If you are an Individual shareholders
for which you wish to cast your vote and click on
holding securities in demat mode, you are requested
“Submit” and also “Confirm” when prompted.
to refer to the login method explained at step 1 (A) i.e.
5. Upon confirmation, the message “Vote cast
Login method for e-Voting and joining virtual meeting
successfully” will be displayed.
for Individual shareholders holding securities in demat
6. You can also take the printout of the votes cast by mode.
you by clicking on the print option on the confirmation
3. Alternatively shareholder/members may send a
page.
request to evoting@nsdl.co.in for procuring user
7. Once you confirm your vote on the resolution, you will
id and password for e-voting by providing above
not be allowed to modify your vote.
mentioned documents.
General Guidelines for shareholders 4. In terms of SEBI circular dated December 9, 2020
1. Institutional shareholders (i.e. other than individuals, on e-Voting facility provided by Listed Companies,
HUF, NRI etc.) are required to send scanned copy Individual shareholders holding securities in demat
(PDF/JPG Format) of the relevant Board Resolution/ mode are allowed to vote through their demat
Authority letter etc. with attested specimen signature of account maintained with Depositories and Depository
the duly authorized signatory(ies) who are authorized Participants. Shareholders are required to update
to vote, to the Scrutinizer by e-mail to officenns@ their mobile number and email ID correctly in their
gmail.com with a copy marked to evoting@nsdl.co.in. demat account in order to access e-Voting facility.
2. It is strongly recommended not to share your The instructions for members for e-voting on the day
password with any other person and take utmost of the AGM are as under:-
care to keep your password confidential. Login 1. The procedure for e-Voting on the day of the AGM is
to the e-voting website will be disabled upon five same as the instructions mentioned above for remote
unsuccessful attempts to key in the correct password. e-voting.
15
(CIN: L72100DL1992PLC048753)
NOTICE
2. Only those Members/ shareholders, who will be By the Order of the Board
present in the AGM through VC/OAVM facility and For Coforge Limited
have not casted their vote on the Resolutions through (Erstwhile NIIT Technologies Limited)
remote e-Voting and are otherwise not barred from Sd/-
doing so, shall be eligible to vote through e-Voting Lalit Kumar Sharma
system in the AGM. Place: Noida Company Secretary & Legal Counsel
3. Members who have voted through Remote e-Voting Date : July 06, 2021 Membership No. FCS 6218
will be eligible to attend the AGM. However, they will EXPLANATORY STATEMENT IN RESPECT OF THE
not be eligible to vote at the AGM. SPECIAL BUSINESS PURSUANT TO SECTION 102 OF
4. The details of the person who may be contacted for THE COMPANIES ACT, 2013 IS GIVEN BELOW
any grievances connected with the facility for e-Voting ITEM NO. 5
on the day of the AGM shall be the same person Mr. Basab Pradhan was appointed as Independent
mentioned for Remote e-voting. Directors of the Company pursuant to Section 149 of the
Instructions for members for attending the AGM Companies Act, 2013 (“the Act”) read with Companies
through VC/OAVM are as under: (Appointment and Qualification of Directors) Rules, 2014,
1. Member will be provided with a facility to attend by the Shareholders at the Annual General Meeting held
the AGM through VC/OAVM through the NSDL on 21st September, 2019 to hold office upto June 28th,
e-Voting system. Members may access by following 2021 (“first term” as per the explanation to Section 149(10)
the steps mentioned above for Access to NSDL and 149(11) of the Act). The Board at its Meeting held on
e-Voting system. After successful login, you can see May 06, 2021 after taking into account the performance
link of “VC/OAVM link” placed under “Join General evaluation of the Independent Director and considering
meeting” menu against company name. You are the knowledge, acumen, expertise and experience in
requested to click on VC/OAVM link placed under their respective fields and the substantial contribution
Join General Meeting menu. The link for VC/OAVM made by the Director during his tenure as an Independent
will be available in Shareholder/Member login where Director since his appointment, has recommended that his
the EVEN of Company will be displayed. Please note continued association as an Independent Director would
that the members who do not have the User ID and be in the interest of the Company. Based on the above,
Password for e-Voting or have forgotten the User ID the Nomination & Remuneration Committee and the
and Password may retrieve the same by following the Board have recommended to the members, re-
remote e-Voting instructions mentioned in the notice appointment of Mr. Pradhan as Independent Director on
to avoid last minute rush. the Board of the Company, to hold office for the
second term of three (3) consecutive years
2. Members are encouraged to join the Meeting through
commencing from June 29, 2021 upto June 28, 2024
Laptops for better experience.
and not liable to retire by rotation. The Company has
3. Further Members will be required to allow Camera received a notice in writing pursuant to Section 160 of
and use Internet with a good speed to avoid any the Companies Act, 2013 from a Member proposing the
disturbance during the meeting. candidature of Mr. Basab Pradhan for his appointment
4. Please note that Participants Connecting from Mobile to the office of Independent Directors, mutually agreed.
Devices or Tablets or through Laptop connecting via A brief profile of the Director seeking appointment forms
Mobile Hotspot may experience Audio/Video loss part of this Notice.
due to Fluctuation in their respective network. It is
therefore recommended to use Stable Wi-Fi or LAN None of the Directors or Key Managerial Personnel
Connection to mitigate any kind of aforesaid glitches. of the Company or their relatives, other than Mr.
Pradhan, if any, are in any way, concerned or interested,
Shareholders who would like to express their views/have
financially or otherwise, in the resolution as set out at
questions may send their questions in advance mentioning
Item No. 5 of this Notice.
their name demat account number/folio number, email id,
mobile number at investors@coforgetech.com. The same ITEM NO. 6
will be replied by the company suitably.
The members of the Company in the 27th Annual
General Meeting held on September 21, 2019 had
approved the appointment of Mr. Basab Pradhan as
Independent
16
(CIN: L72100DL1992PLC048753)
NOTICE
Director and Chairperson of the Board for a period of In addition, the Company has been pursuing opportunities
2 years w.e.f June 29, 2019 upto June 28, 2021 at the for its growth. This may require sufficient resources
mutually agreed terms and conditions. The Board in its including funds to be available and to be allocated, from
meeting held on May 06, 2021 considered and approved time to time. The generation of internal funds may not
the commission to be paid to Independent Directors for always be adequate to meet all the requirements of the
the FY21 on the recommendation of the Nomination Company’s growth plans. It would be therefore, prudent
and Remuneration Committee. Pursuant to Regulation for the Company to have the requisite enabling approvals
17(6) of the SEBI Listing Regulations, 2015 as amended in place for meeting the fund requirements of its growth,
effective from April 01, 2019, if remunerationof a single capital expenditure, long-term working capital, refinancing
Non-Executive Director exceeds 50% of the total annual the existing borrowings and such other corporate
remuneration payable to all non-executive directors, then purposes as may be permitted under the Applicable Laws
approval of shareholders by special resolution is required and as may be specified in the appropriate approvals.
for payment of the same. The amount of profit related The requirement of funds may be proposed to be met
commission to be paid to Mr. Basab Pradhan for FY21 is from issuance of appropriate Securities (as defined in the
USD 200,000 in addition to sitting fees payable to him for resolutions) and from domestic or international markets or
attending the meetings of the Board or Committees thereof a combination of both.
and reimbursement of expenses for participation in the In view of above it is proposed to recommend a resolution
Board and other meetings. to the shareholders of the Company for their approval
Since, the commission payable to Mr. Basab Pradhan at the ensuing annual general meeting, for the issuance
exceeds 50% of the total annual remuneration payable to of depository receipts and/or for the issuance of Equity
all non-executive directors, the approval of shareholders Shares to Qualified Institutional Placement (QIP) or any
by way of special resolution is required. other modes. Fresh issuance of Equity Shares by the
The Board recommends approval of shareholders by way Company for the purpose of capital raising including by
of Special Resolution as set out in Item No. 6 above. way of an ADR/GDR issue or a QIP or any other mode
shall be subject to a limit of an amount not exceeding Rs.
None of the Directors or Key Managerial Personnel of
3,750 Mn. Further, the resolution for the approval of the
the Company or their relatives, other than Mr. Pradhan,
shareholders of the Company will also include an approval
if any, are in any way, concerned or interested, financially
to undertake an issuance of depository receipts (ADR/
or otherwise, in the resolution as set out at Item No. 6 of
GDR) in one or more tranches through: (i) a transfer of
this Notice.
existing Equity Shares by eligible shareholders of the
ITEM NO. 7: Company not exceeding 18,500,000 Equity Shares of
The Company considered creating a depository receipts the Company; or (ii) a fresh issue of Equity Shares by the
program by seeking listing on one or more international Company within such overall limit of Rs 3,750 Mn (Rupees
stock exchanges with a view to enhance the Company’s Three Thousand Seven Hundred Fifty Only) that may
liquidity position and broaden its investor base. be permitted for capital raising by the Company through
various modes; or (iii) a combination of (i) and (ii), as
Such an issuance of depository receipts may be undertaken
decided by the Board in accordance with Applicable Laws.
in one or more tranches through: (i) a transfer of existing
Equity Shares by eligible shareholders of the Company The price, timing and detailed terms and conditions for
not exceeding 18,500,000 Equity Sof the Company; or the issuance of Securities shall be finalized by the Board,
(ii) a fresh issue of Equity Shares by the Company within in consultation with lead managers, advisors and such
an overall limit of Rs 3,750 Mn (Rupees Three Thousand other intermediaries, and in the manner and as permitted
Seven Hundred Fifty Million Only) that may be permitted by Applicable Laws and Appropriate Authorities, in due
for capital raising by the Company through various modes; consideration of prevailing market conditions and other
or (iii) a combination of (i) and (ii), as decided by the relevant factors. In the event of a QIP, the Board may offer
Board in accordance with Applicable Laws. A sponsored a discount of not more than 5% on the price calculated for
depository receipts program, if undertaken, will provide the QIP or such other discount as may be permitted under
eligible shareholders of the Company (as determined in said SEBI ICDR Regulations.
accordance with Applicable Laws) an opportunity to tender In terms of section 62(1)(c) of the Companies Act,
their Equity Shares by participation in the said sponsored 2013 and rules made thereunder, as amended, in case
depository receipts program. the Company proposes to issue Equity Shares to any
17
(CIN: L72100DL1992PLC048753)
NOTICE
persons other than existing shareholders, whether such joined BPEA in 1998. Mr. Cheong is involved in BPEA’s
persons are shareholders, approval of shareholders or investments in Southeast Asia. Mr. Cheong has also been
not, through a special resolution, is required. Further, in involved with BPEA’s investments in China, Korea, U.S.
terms of Section 41 of the Companies Act, an issuance and India. Mr. Cheong was previously a Manager with BZW
of depository receipts by the Company shall be subject to Asia for three years, where he was involved in corporate
an approval of the shareholders of the Company through finance and M&A in the Region. Prior to that, Mr. Cheong
a special resolution. spent three years with DBS Bank, where he was involved
In view of the above, it is proposed to seek approval in credit, marketing and loan syndications.
from the shareholders of the Company to offer, create, Brief profile of Mr. Patrick John Cordes (DIN: 02599675)
issue, and allot above Securities, and to undertake the Mr. Patrick John Cordes is a Managing Director and
transactions/offerings, as described in the resolutions set the COO of BPEA. Mr. Cordes joined BPEA in 2006.
out as Item No. 7 in one or more tranches and to authorize Mr. Cordes is a member of the Portfolio Management
the Board (including any Committee thereof authorised for Committee and Exit and Liquidity Committee of BPEA
the purpose) of the Company to complete all formalities and is responsible for overseeing the finance, tax, portfolio
in connection with the issue of Securities and such monitoring, legal, compliance, IT and office operations
transactions/offerings. The resolutions set out as Item functions and jointly oversees BPEA’s human capital
No. 7 is pursuant to approval of the Board dated July 06, function. Mr. Cordes is also responsible for overseeing
2021 for undertaking the transactions/offerings as set out BPEA’s philanthropic activities and serves on the Board of
therein, subject to the approval of the shareholders of the Social Impact Partners. Prior to BPEA, Mr. Cordes worked
Company. at Deloitte in New York and Hong Kong, serving a wide
The Board recommends these resolutions as set out in range of clients, including private equity firms, Japanese
Item No. 7 for your approval as Special Resolutions. trading companies, global financial institutions and non-
None of the Directors or Key Managerial Personnel of financial US registrants based in Asia.
the Company or their relatives, other than to the extent of Brief profile of Mr. Basab Pradhan (DIN: 0892181)
their shareholding in the Company, if any, are in any way, Mr. Basab Pradhan graduated from Indian Institute of
concerned or interested, financially or otherwise, in the Technology, Kanpur and completed his Masters in Business
resolution as set out at Item No. 7 of this Notice. Management from Indian Institute of Management,
By the Order of the Board
Ahmendabad. Mr. Basab Pradhan has had a successful
For Coforge Limited
career spanning IT Services, Technology and Consumer
(Erstwhile NIIT Technologies Limited)
Marketing. He started his career with Hindustan Unilever in
Sd/-
India in consumer marketing. Subsequently, he spent most
Place: Noida Lalit Kumar Sharma
of his career at Infosys Ltd. where he was Head of Global
Date: July 06, 2021 Company Secretary & Legal Counsel
Sales & Marketing for the last 5 years of his tenure. From
Membership No. FCS 6218
2002 to 2005 he reorganized and led the transformation
of the company’s sales and go-to-market as it maintained
DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE- its industry leading growth and margins. His book on the
APPOINTMENT AT THE ANNUAL GENERAL MEETING Indian IT Services industry was published in 2012 by
PURSUANT TO ITEM NOS. 3, 4 & 5 OF THE AFORESAID Penguin Random House.
NOTICE, AS REQUIRED UNDER REGULATION 26
AND 36 OF (SEBI LISTING REGULATIONS] AND
SECRETARIAL STANDARDS ON GENERAL MEETINGS
(SS-2) ARE PROVIDED HEREIN BELOW: By the Order of the Board
Brief profile of Mr. Kenneth Tuck Kuen Cheong (DIN: For Coforge Limited
08449253) (Erstwhile NIIT Technologies Limited)
Sd/-
Mr. Kenneth Tuck Kuen Cheong is a Managing Director
and a Member of the Investment Committee and Lalit Kumar Sharma
Portfolio Management Committee of BPEA. Mr. Cheong Place: Noida Company Secretary & Legal Counsel
Date:July 06 2021 Membership No. FCS 6218
18
(CIN: L72100DL1992PLC048753)
NOTICE
Particulars Mr. Kenneth Tuck Kuen Mr. Patrick John Cordes Mr. Basab Pradhan
Cheong
Age 53 years 46 Years 56 Years
Qualification Graduated with first Class Member of the American Graduated from Indian
Honors in Economatrics and Institute of Certified Public Institute of Technology,
Mathematical Economics Accountants Kanpur
from London School of A Bachelor’s Degree in Masters in Business
Economics Business and Economics Management from Indian
from Lehigh University. Institute of Management,
Ahmendabad.
Experience (including Please refer profile. Please refer profile. Please refer profile
expertise in specific
functional area)
Date of first appointment 17-05-2019 17-05-2019 29-06-2019
on the Board
Shareholding in the Nil Nil 3,000
Company as on March 31,
2021
Relationship with other None None None
Director/ KMP’s
Number of Meetings of 6 6 6
Board attended during the
Year
Membership /
Chairmanship
of Committees of other
Companies Nil Nil
Directorships held in other Nil 1. BPEA Services Private Nil
Companies (excluding Limited
foreign companies and 2. BPEA Investment
Section 8 Companies) Managers Private Limited
3. BPEA Advisors Pvt. Ltd.
Note: For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship with other directors
and key managerial personnel in respect of above directors, please refer to the corporate governance
19
ANNUAL R E P O RT 2 0 20 - 2 1
Corporate Profile
Coforge (earlier known as NIIT Technologies) is a highly In addition to these, the company has a growing presence
differentiated IT services and solutions firm with deep in Retail, Healthcare and Hi-tech, Manufacturing, and
domain knowledge and hyper-specialization in select Public Sector/Government (outside India).
industry verticals. The company’s robust emerging- Coforge’s differentiated value proposition is led by robust
tech capabilities, solid track record on execution, and and growing capabilities in Application Development,
deep employee & client centricity ingrained within its Infrastructure Management, Product Engineering,
culture enable it to deliver consistently, drive digital Artificial Intelligence/Machine Learning (AI/ML),
transformation for customers, and make real-world Blockchain, User/Customer Experience (UX/CX), Cloud,
business impact. and Digital Process Automation (DPA).
Operating as NIIT Technologies until August 2020, the Today the company’s platforms power critical business
company transitioned to a new name “Coforge” that processes across multiple industries including Insurance,
reflects its evolution over the years as well as its vision Financial Services (BFS), Travel, Healthcare, Hi-Tech,
for the future. . Retail, and Public Sector.
Coforge enjoys a strong presence in select industry The company has over 12,000 technology and process
verticals and their sub-segments that include: consultants that engineer, design, consult, operate and
• Insurance (Life, Non-Life, Commercial/Specialty) modernize systems across the world. In April 2021,
• Travel and Hospitality (Airlines, Travel Tech, Airports, Coforge added another 7,000 employees into its fold
Surface Transport, Hospitality/Hotels/Logistics) taking its total people strength to over 19,000 with the
acquisition of a 60% stake in SLK Global Solutions, a
• Banking & Financial Services (Wealth/Asset business process transformation enterprise offering BPM
Management, Risk/Compliances) and digital solutions for the financial services industry.
20
ANNUAL R E P O RT 2 0 20 - 2 1
The Year Gone By - FY 2021
Coforge delivered another year of industry-leading Becoming Coforge

performance overcoming unprecedented challenges due A key milestone event for the company during FY2020-
to the Covid-19 pandemic during the year under review. 21 was its renaming as Coforge Limited. The company
The company’s consolidated revenue for the financial began operating under the new name Coforge Limited
year FY2020-21 grew 11.5% over the preceding year from August 2020 onwards. This renaming initiative
to Rs 46,628 million. Reflecting the transforming profile reflects both the evolution of the company as well as its
of the company’s business, its digital and the product vision for the future. Coforge stands for working together
engineering portfolio grew 16.4% in FY’21 over FY’20. to create lasting value. The new name reflects the deep
This strong growth-led performance was recorded in employee and client centricity ingrained within the
the midst of a Covid-19 pandemic affected year, which company’s culture. The organization continues to be led
is a remarkable accomplishment given that Coforge has by its vision to “Engage with the Emerging” and its mission
historically had one of the highest exposures within its to “Transform at the Intersect”, which combines Coforge’s
peer set to the Travel, Transportation and Hospitality long-standing deep domain expertise in specific industry
industry that was heavily impacted owing to the pandemic. verticals with its competence in emerging technologies
With a robust order intake during the year and sustained to transform customer businesses. Team Coforge is
deal signing momentum, Coforge is well positioned to strongly committed to continue to deeply engage with
achieve significant growth and material margin expansion clients and partners as they transform their businesses
in the new financial year. into intelligent, high growth enterprises.
21
ANNUAL REPORT 2 0 20 - 2 1
Awards and Recognition
Coforge recognized as a ‘Leader’

Coforge positioned as a Leader in NelsonHall NEAT Report
in Zinnov Zones 2020 for RPA 2020 for Cloud Infrastructure
Services Brokerage, Orchestration and
Management Services
Coforge ranked amongst the top Coforge positioned as a ‘Major

3 IT service providers in customer Contender’ in Everest Group’s
satisfaction in Whitelane’s 2020 UK Pega Services PEAK Matrix®
IT Sourcing Study Assessment 2021
Coforge identified as a
Coforge positioned as a ‘strong prominent provider of Intelligent
performer’ in the The Forrester Text Ingestion for Insurers by
Wave™: Digital Process Novarica in the report “Intelligent
Automation Service Providers, Text Ingestion: Overview and
Q3 2020 Prominent Providers, December
2020
Coforge covered by HFS

Coforge ranked #3 amongst Research for enabling Cloud
Top20 Travel, Hospitality, and native operations through
Logistics Service Providers in convergence of trust, domain &
HFS Top 10 Report, 2020 AIOPS capabilities
Coforge positioned as a ‘Leader’ Coforge named ISG Top 15

in Everest Group’s Insurance
Business Model Innovation Sourcing Standout in EMEA
Enablement Services PEAK “Booming 15”
Matrix® Assessment 2021
Coforge featured in Nelson Hall

for enabling enterprise agility with
Office of Enterprise Architecture
22
even as the Company navigated an increasingly difficult

and unprecedented situation arising out of the Covid-19
pandemic during the last quarter of the fiscal.
Board’s Driven by its strategy to transform at the intersect of industry
Report verticals of focus, the Company acquired new customer
relationships, won multiple new deals, and enhanced its
offerings portfolio through both organic and inorganic
means which included the acquisition of an additional
stake in the total capital of WHISHWORKS IT Consulting
Private Limited (‘WHISHWORKS’), a MuleSoft® and Big
Data specialist.
To,
As at March 31, 2020, the Group held 57.6% stake in
The Members,
Whishworks IT Consulting Private Limited (“Whishworks”).
Your Directors are pleased to present the Twenty Ninth Consequent to the Share Purchase Agreement with
Annual Report on the business and operations of your shareholders of Whishworks, on 9 June 2020, the Group
Company along with the audited annual accounts for acquired incremental 23.8% stake for consideration of
the financial year ended March 31, 2021 (FY2021). Rs. 689 Mn resulting in Whishworks becoming a 81.4%
The consolidated performance of the Company and its subsidiary as at 31 March 2021. Pending acquisition of
subsidiaries has been referred to wherever required. 18.6% shareholding, the group has attributed the profit
and each component of other comprehensive income (if
FINANCIAL PERFORMANCE OF THE COMPANY
any) to Non Controlling Interest, which is included in future
The highlights of the financial results for the financial year acquisition liability.
2020-21 are as follows:
The Company’s operating performance during the year
(Figures in Rs.mn except for EPS) has also been marked by multiple new engagements and
Particulars FY FY FY FY large deal closures. The Company added 45 new clients
2020-21 2019-20 2020-21 2019-20
during FY2021, compared to 41 in the preceding financial
Consolidated Standalone
year. The Company secured fresh orders worth $781
financials financials million during FY2021 (compared to $748 million during
Income from operations 46,628 41,839 24,124 22,310 FY2020), resulting in a 11% increase in the order book
Other Income 326 677 1,056 2,846 executable over the next 12 months from $468 million as
Total Income 49,954 42,516 25,180 25,156 on March 31, 2020 to $ 520 million as on March 31, 2021.
Profit before depreciation 7,978 7,755 3,796 5,775 Key among the significant operating accomplishments
and taxes
during the year was the Company’s ability to ensure
Depreciation 1,836 1,730 962 902
Business Continuity and uninterrupted delivery to its
Exceptional Item 180 71 - -
customers worldwide even as multiple countries went into
Provision for tax & (deferred 1,302 1,278 435 648
lockdowns amidst increasing concerns over the spread of
tax)
Covid-19. Coforge Limited has been proactive and nimble
Non-Controlling Interest 104 236 - -
in instituting and implementing practices and processes
Profit After Tax 4,556 4,440 2,399 4,225
to ensure the safety of its human resources as well as
Earnings Per Share (Basic) 74.68 71.39 39.32 67.93
(In Rs.)
its ability to up to the trust reposed in the Company by
its clients. The Company has successfully managed to
BRIEF DESCRIPTION OF THE COMPANY’S WORKING switch temporarily to a work-from-home-model in order
DURING THE YEAR AND STATE OF THE COMPANY’S to seamlessly manage business operations and serve its
AFFAIRS customers while maintaining optimal productivity levels. By
Operating highlights the end of FY2021, almost every one of the Company’s
delivery resources, including IT Services and BPO, were
The financial year under review has been one of
operating through the work-from-home model, other than
outperformance across multiple parameters, with robust
the ones who are required to operate from a clean room.
revenue and earnings growth as well as strong deal flows
23
Financial highlights Material changes and commitments, if any, affecting the

On a consolidated basis, revenues increased 11.4% financial position of the Company which have occurred
to Rs 46,628 million in FY2021 from Rs 41,839 million between the end of the Financial Year of the Company
in FY2021. The financial year FY2020-21 has been to which the financial statements relate and the date
an unusually difficult year for all businesses. But for of the Report & change in nature of business, if any
Coforge, which has historically had one of the highest There have been no material changes and commitments
exposures within its peer set to the Travel, Transportation affecting the financial position of the Company subsequent
and Hospitality industry, the challenges were severely to the close of the Financial Year to which Financial
amplified due to Covid-19. It is important to note that Statements relate and the date of the Report. However,
growth, excluding the Travel vertical, has been 24.6% two major events took place in April 2021, the details of
over FY2020. EBITDA (excl RSU) for the year increased which are provided below:
12.7% to Rs. 8,391 million from Rs. 7,448 million in the
ACQUISITION OF SLK GLOBAL SOLUTIONS PRIVATE
preceding financial year. EBITDA margin for FY2021 stood
LIMITED
at 18.0%, representing anincrease of 19 basis points
over the previous financial year. EBITDA (post RSU cost) The Company made a strategic investment in M/s SLK
and acquisition related expenses stood at INR 7,865 Mn, Global Solutions Private Limited (the “Investee Company”)
reflecting EBITDA margin of 16.9%. Depreciation during on April 12, 2021, and has entered into the following
the year at Rs 1,836 million, other income for the financial agreements:
year, stood at Rs 326 million. The effective tax rate for the (i) Share Purchase Agreement to acquire equity shares
year was 21.8%. Profit after tax (PAT) for the year was Rs equivalent to 60% (sixty per cent) of total issued and
4,556 million, representing an increase of 2.6% from the paid up share capital of the Investee Company as on
preceding financial year. date from the existing shareholders of the Investee
Company with an obligation to further purchase 20%
The Management’s Discussion & Analysis (MD&A)
(twenty per cent) of the total issued and paid up share
of the Company’s global business during the year under
capital of the Investee Company after 2(two) years
review as well as business outlook, along with a discussion
from the date hereof.
of internal controls & risk management and mitigation
(ii) Shareholders Agreement to regulate the rights and
practices, appears separately in this Annual Report.
obligations of the shareholders, inter se and for the
Consolidated financial statements internal management of the Investee Company.
In this regard, the Company proposed to acquire equity
The consolidated financial statements are enclosed in
shares equivalent to 80% (eighty per cent) of the total
addition to the standalone financial statements pursuant
issued and paid up share capital of the Investee Company
to section 129(3) of the Companies Act, 2013 read with
over a period of 2 (two) years from the existing shareholders
all relevant Rules and amendments thereto & SEBI Listing
of the Company Out of this, equity shares equivalent to
Obligations & Disclosure Regulations, 2015 as amended
35% (thirty five per cent) of the total issued and paid up
prepared in accordance with the Accounting Standards
share capital of the Investee Company was purchased on
prescribed by ICAI in this regard. The consolidated
April 12, 2021 (“Tranche 1”) and equity shares equivalent
Financial Statements together with Auditors Report
to 25% (twenty five per cent) of the total issued and paid up
thereon form the part of the Annual Report.
share capital of the Investee Company will be purchased
Dividend within 23 business days from Tranche 1, aggregating
to 60% (sixty percent) of the total share capital of the
No final dividend has been recommended by the Board
Investee Company. The balance equity shares equivalent
for the year under review. However, an Interim Dividend
to 20% (twenty per cent) of the total issued and paid up
of INR 787.7milion i.e. INR 13 per equity share was paid
share capital of the Investee Company will be purchased
by the Company subject the approval of the Shareholders.
after two years from the date hereof.
Transfer to Reserves ISSUE OF NON CONVERTIBLE BONDS
During the year, the Company has not transferred any The Company proposed to issue up to 3400 Unsecured,
amount to the General Reserves. Listed, Rated, Redeemable Non-Convertible Bonds of
24
face value of INR 10,00,000 (Indian Rupees Ten Lakh) Directors

(“NCB”) each, aggregating up to INR 340,00,00,000 on a During the year, there was no change in the Directorship of
private placement basis in accordance with the provisions the Company. The current composition of the Board of the
of the Securities and Exchange Board of India (Issue and Company is as under:
Listing of Debt Securities) Regulations, 2008, as amended
from time to time (“ILDS Regulations”). Name of the Director & DIN Designation
The Board of Directors of the Company have approved the Mr. Basab Pradhan (00892181) Independent Director-
Chairperson
issuance of the NCBs in their meeting on April 17, 2021
&the allotment is done on April 26, 2021 by the Board. The Mr. Sudhir Singh (07080613) Chief Executive Officer
& Executive Director
Company has obtained all necessary approvals including
Listing approval on BSE Limited. The Company’s NCB Mr. Hari Gopalakrishnan Non-Executive Director
were finally listed on BSE on April 29, 2021. (03289463)
Mr. Patrick John Cordes Non-Executive Director
CHANGE IN NAME OF THE COMPANY (REBRANDING) (02599675)
Pursuant to the terms and conditions of the Share Mr. Kenneth Tuck Kuen Cheong Non-Executive Director
Purchase Agreement entered between the Company, NIIT (08449253)
Limited (erstwhile promoter of the Company) & Hulst B.V. Mr. Kirti Ram Hariharan Non-Executive Director
signed on April 06, 2019, the Company and its subsidiaries (01785506)
were entitled to use the Licensed Brand of “NIIT” till 18 Mr. Ashwani Puri (00160662) Independent Director
months from the closing date i.e. upto November 16, 2020.
Ms. Holly Jane Morris (06968557) Independent Director
Accordingly, the Company rebranded its name from NIIT
Technologies Limited to Coforge Limited and sought Independent Directors
shareholders approval in respect of the amendment in Pursuant to the provisions of Section 149 of the Companies
Memorandum and Articles of Association of the Company Act, 2013 & SEBI Listing Obligations & Disclosure
via postal ballot. The change in name was approved by Regulations, 2015 as amended, Mr. Basab Pradhan has
the Registrar of Companies by issuing a new Certificate of been appointed as Non-Executive Independent Director
Incorporation dated August 03, 2020 in this regard. Similar and Chairperson of the company by the Board on June
activities were performed by all the subsidiaries (both 29, 2019 for a term up to June 28, 2021. The shareholders
India and overseas) of the Company having brand name also approved the appointment of Mr. Pradhan in their
NIIT in their names. At all the places where the name NIIT annual general meeting held on September 21, 2019 in
Technologies was appearing was changed to Coforge FY20. There are two other Independent Directors on the
including Policies, website, as a Scrip with NSE & BSE Board of the Company Mr. Ashwani Puri & Ms. Holly Jane
and with all Regulatory and Statutory authorities etc. Morris. The composition of the Board is in accordance with
the terms of the SEBI Listing Obligations & Disclosure
COMPANIES ACT DISCLOSURES & CORPORATE
Regulations, 2015 as amended & Companies Act, 2013
GOVERNANCE
as amended from time to time.
Annual Return All Independent Directors have given declarations that
As required, pursuant to section 92(3) of the Companies they meet all the requirements specified under Section
Act, 2013 read with Rule 12(1) of the Companies 149(6) of the Companies Act, 2013 and SEBI Listing
(Management and Administration) Rules, 2014 every Obligations & Disclosure Regulations, 2015 as amended.
company shall place the copy of annual return on the Independent directors have registered themselves with
website of the Company, if any and shall provide the web- Indian Institute of corporate affairs (IICA).
link of the same in this report. During the year, Independent Directors of the Company
Since the Company has a website the Annual return is had no pecuniary relationship or transactions with the
uploaded on the website of the Company and the web link Company, other than sitting fees, commission and
of the same is www.coforgetech.com reimbursement of expenses incurred by them for the
purpose of attending meetings of the Company.
25
Details of the Familiarization program for Independent in accordance with the provisions of this Act for
Directors of the Company are available on the website of safeguarding the assets of the Company and for
the Company at https://www.coforgetech.com/sites/default/ preventing and detecting fraud and other irregularities;
files/inline-files/Familiarization-Programme-Independent- d. The Annual Accounts are prepared on a going
Directors.pdf. Further, at the time of appointment of an concern basis;
Independent Director, the Company issues a formal letter e. Suitable internal financial controls have been
of appointment outlining his/her role, functions, duties implemented by the Company and such internal
and responsibilities. The terms and conditions of the financial controls are adequate and are operating
appointment of Non-Executive Directors are placed on the effectively.
website on the Company at www.coforgetech.com. f. Proper systems have been devised to ensure
Key Managerial Personnel compliance with the provisions of all applicable laws
Pursuant to the provisions of Section 203 of the Companies and such systems are adequate and are operating
Act, 2013, the Company has the following Directors/ effectively.
employees as Whole-time Key Managerial Personnel as Deposits from Public
on March 31, 2021:
The Company has not accepted any Deposits under
a) Mr. Sudhir Singh – Chief Executive Officer & Executive Chapter V of the Companies Act, 2013 during the year and
Director hence no amount of principal or interest was outstanding
b) Mr. Ajay Kalra - Chief Financial Officer on the date of the Balance Sheet.
c) Mr. Lalit Kumar Sharma - Company Secretary & Legal
Share Capital
Counsel
There is no changes in the status of KMPs during the year. a) Issue
of equity shares with differential rights or
sweat equity shares
Number of meetings of the Board

During the year, the Company has not issued any
The Board of Directors of the Company met 6 (Six) times
equity shares with differential rights/sweat equity
in the FY2020-21. The details pertaining to the Board
shares under Companies (Share Capital and
Meetings and attendance are provided in the Corporate
Debentures) Rules, 2014.
Governance Report. The intervening gap between two
b) Issue of Employee Stock Options
Board Meetings was within the period prescribed under
Companies Act, 2013 and SEBI Listing Obligations &
During the year, the Company issued 54,080(Fifty
Disclosure Regulations, 2015 as amended. The details of Four Thousand &Eighty) Equity shares on the exercise
the attendance and other relevant details are provided in of stock options under the Employee Stock Option
the Corporate Governance Report. Scheme of the Company (ESOP 2005). Consequently,
the issued, subscribed and Paid-up Equity Capital
Directors’ Responsibility Statement increased to Rs. 605,923,490 as at March 31, 2021
As required under Section 134(3)(c) read with 134(5) of pursuant to Rule 12(9) of Companies (Share Capital
the Companies Act, 2013, the Board of Directors of the and Debentures) Rules, 2014. The grant-wise details
Company hereby states and confirms that:- of the Employee Stock Option Scheme are partially
a. In the preparation of the Annual Accounts, the provided in the Notes to Accounts of the Financial
applicable Accounting Standards have been followed Statement in the Annual Report and a comprehensive
along with proper explanation relating to material note on the same forms part of the Board Report,
departures; which is available on the website of the Company
b. The Company has selected such accounting policies (www.coforgetech.com/investors).
and applied them consistently and made judgments c) Provision of money by Company for purchase of
and estimates that are reasonable and prudent so as its own shares by employees or by trustees for the
to give a true and fair view of the state of affairs of the benefit of employees
Company at the end of the Financial Year and of the In terms of Rule 16(4) of Companies (Share Capital
Profit & Loss of the Company for that period; and Debentures) Rules, 2014, the Company has not
c. Proper and sufficient care has been taken for the provided any funds for purchase of its own shares by
maintenance of adequate accounting records employees or by trustees for the benefit of employees.
26
d) Buy-back of equity shares of the Company Audit Committee of the Board comprises of the following
The Board in its meeting held on December 23, members:
2019 and the shareholders by way of postal ballot by 1. Mr. Ashwani Kumar Puri - Chairperson
means of a special resolution through postal ballot on 2. Mr. Basab Pradhan
February 13, 2020 has approved buy-back of up to
3. Ms. Holly Jane Morris
19,56,290 fully paid equity shares of a face value of
4. Mr. Patrick John Cordes
Rs. 10/- each at a price of up to INR 1,725 (Rupees
One Thousand Seven Hundred Twenty Five Only) per Mr. Ashwani Puri, an Independent Director is the Chairman
share aggregating up to INR 337,46,00,250 (Rupees of the Committee and Mr. Lalit Kumar Sharma is the
Three Hundred Thirty Seven Crores Forty Six Lakhs Secretary to the Committee. The Board accepted all the
and Two Hundred Fifty only) which represents 20.23% recommendations of the Audit Committee made during the
of the paid-up equity share capital and free reserves year. Details pertaining to the number of meetings of the
of the Company. The Buyback was proposed to be Committee held during the year and terms of reference,
made from the shareholders of the Company as on functioning and scope are given in the Corporate
March 12, 2020, Record Date on a proportionate basis Governance Report in detail in terms of the requirements
under the Tender Offer route through Stock Exchange under SEBI Listing Regulation, 2015 as amended.
mechanism in accordance with the provisions of the Nomination and Remuneration Committee
SEBI (Buyback of Securities) Regulations, 2018. Due
The Company has a duly constituted Nomination &
to the COVID-19 nationwide lockdown for logistical
Remuneration Committee under the provisions of Section
reasons, the Company sought an extension from
178 of the Companies Act, 2013 & SEBI Listing Obligations
the Securities and Exchange Board of India for
& Disclosure Regulations, 2015 as amended. The Board
dispatching the letter of offer and tender form. SEBI
re-constituted the Nomination & Remuneration Committee
has provided an extension for dispatching the letter of
with the following as members:
offer and tender form within 15 days from the end of
1. Ms. Holly Jane Morris – Chairperson of the Committee
the ‘lockdown’ as announced by the Government. All
the formalities pursuant to buyback were completed 2. Mr. Basab Pradhan
on June 22, 2020 and post buyback corporate 3. Mr. Hari Gopalakrishnan
action the share capital of the company stood at INR The Board in its meeting held on March 20, 2019 revised
605,382,690. the charter of the Committee in line with the SEBI Listing
Obligations & Disclosure Regulations, 2015 as amended
COMMITTEES OF THE BOARD
effective from April 01, 2019. The details of the attendance
The Board of Directors has the following Committees:
in the meetings, terms of reference and other relevant
1. Audit Committee details are disclosed under the Corporate Governance
2. Nomination & Remuneration Committee Report of the Company. During the year, the Nomination
3. Stakeholders Relationship Committee and Remuneration Committee also passed the circular
4. Corporate Social Responsibility Committee resolutions onApril 10, 2020, December 28, 2020& March
12, 2021.
5. Risk Management Committee
Stakeholders’ Relationship Committee
Audit Committee
In terms of provisions of section 178 of the Companies
The Audit Committee of the Company is constituted as per
Act, 2013 & Regulation 20 of SEBI (Listing Obligations
Section 177 of the Companies Act, 2013 & Regulation 18
and Disclosure Regulations), 2015, the Company has
of the SEBI Listing Obligations and Disclosure Regulation,
reconstituted Stakeholders’ Relationship Committee
2015 as amended, and it consists of a majority of
during the year. The Committee is headed by a Non-
Independent Directors. The Board in its meeting held on
Executive Director Mr. Kirti Ram Hariharan and consists
March 20, 2019 revised the charter of the Committee in line
of Mr. Basab Pradhan and Mr. Patrick John Cordes as
with SEBI Listing Obligations & Disclosure Regulations,
members of the Committee. Mr. Lalit Kumar Sharma,
2015 as amended effective from April 01, 2019. The
Company Secretary & Legal Counsel is the Compliance
details of the attendance in the meetings and other details
Officer of the Company.
are provided in the Corporate Governance Report. The
27
The scope of Stakeholders’ Relationship Committee was April 22, 2021 that “spending for setting up of COVID
revised pursuant to SEBI Listing Obligations & Disclosure Care facilities and makeshift hospitals” is an eligible CSR
Regulations, 2015 as amended effective April 01, 2019. Activity. The Government has made an appeal to the
The Committee has delegated work related to share corporates to come forward and supplement government
transfer, issue of duplicate shares, dematerialisation/ efforts in fulfilling the rising hospitalization needs in view of
rematerialisation of shares to the Share Transfer Committee the second COVID surge.
which reports to the Committee. Details pertaining to the In our efforts to contribute towards the corporate social
number of meetings of the Committee held during the year responsibility and to help our society, the Company is
and terms of reference, functioning and scope are given making use of vacant space outside our office buildings and
in the Corporate Governance Report in detail in terms of other places in the building as COVID Care facilities with
the requirements under SEBI Listing Regulation, 2015 as isolation beds & oxygen beds to cater to rapidly increasing
amended. COVID caseload in some of the locations in India. We also
propose to target efforts to provide much needed relief to
Corporate Social Responsibility (CSR) Committee
the society by taking the following initiatives:
In terms of provisions of the Companies Act, 2013 & Rule
1. Procure Oxygen cannisters (these provide oxygen for
9 of Companies (Corporate Social Responsibility Policy)
a 1.5 to 2 hour duration each) and keep available with
Rules, 2014 read with various clarifications issued by
the location wise administration teams.
Ministry of Corporate Affairs, the Company has a CSR
Committee which formulates and recommends to the 2. Procure oxygen concentrators that will be delivered to
Board, a Corporate Social Responsibility (CSR) Policy affected people, if required.
indicating the activities to be undertaken by the Company, 3. Ensuring availability of 2 ambulances and 6 cabs
as per Schedule VII to the Companies Act, 2013, with drivers across India 24*7 to transport affected
recommending the amount of expenditure to be incurred people to any location for urgent care or for pressing
and monitoring the expenditure and activities undertaken in-person doctor consultations.
under the CSR Policy of the Company. Details pertaining 4. We are in the process of setting up a 20 bed ICU in
to the number of meetings of the Committee held during the Delhi NCR Campus of Coforge. We have tied up
the year and terms of reference, functioning and scope with a hospital to staff it 24*7.
are given in the Corporate Governance Report in detail in 5. Vaccination drive being planned for community around
terms of the requirements under SEBI Listing Regulation,
various office locations.
2015 as amended The Board reconstituted the CSR
6. Arranging the medical advice by qualified and
Committee in its meeting held on October 23, 2019. The
experienced medical professionals to the patient and
members include:
their family members.
1. Mr. Kirti Ram Hariharan (Chairman of the Committee)
Apart from the above CSR initiatives, we plan to cover
2. Mr. Hari Gopalakrishnan more health care facilities within our CSR initiatives to help
3. Mr. Ashwani Kumar Puri the Society in this need of help.
4. Mr. Kenneth Tuck Kuen Cheong
CSR IN FY21
COVID Update and CSR The Company has undertaken activities as per the CSR
As you are aware that the entire world is suffering from the Policy (available Company’s website www.coforgetech.
pandemic novel Coronavirus (Covid-19) since more than com and the details are contained in the Annual Report
one year and India is worst hit in its second wave. Keeping on CSR Activities given in Annexure-A forming part of this
in view the spread of novel Coronavirus (Covid-19) in India, Report.
its declaration as pandemic by WHO & a notified disaster, The Company’s approach is to spend on activities for the
the Ministry of Corporate Affairs (MCA) has clarified that welfare of society under Corporate Social Responsibility
spending of CSR Funds for Covid – 19 is eligible as CSR activities ensuring that the total spend in each financial
Activity vide its circular dated March 23, 2020. year would be above the level prescribed under the
The funds may be spent for various activities related to Companies Act, 2013. As part of its CSR initiatives, the
health care. The MCA has also made an appeal to the Company continued its CSR drive around Education,
Corporates and issued a clarification vide its circular dated Employability and Infrastructure support.
28
As part of its sustained CSR initiatives, the Company 5. Partnering with Academia: Coforge Tied-up
continued with the Scholarship program for deserving with Chandigarh University to set up an AI lab to
students in NIIT University. NIIT Institute of Information provide solutions for farmers of Punjab for disease
Technology “TNI”, a society registered under the Societies identification of crops and water management and
Act, 1860, (Central Act No 21 of 1860) in the office of developing low cost smart crop monitoring system for
Registrar of Societies, Government of NCT of Delhi, has tomato and potato cultivation. Also, the organization
set up NIIT University “NU” as a private University at tied up with Amity University for a dedicated lab setup
Neemrana, Dist. Alwar, Rajasthan. to carry out research in the field of AI, ML and DS
Some High Impact Programs at Organization Level in the to plan joint R&D and Patents between industry and
area of Education, Employability & Infrastructure – academia
1. SHIKSHA, Dankaur Village, Greater Noida - A 6. Recycle Stations at Samadhaan Hub- Coforge
Career Development Centre providing IT and collaborated with iamgurgaon to focus on climate
employability training to the underprivileged students change though waste management by designing and
in and around Dankaur village. Coforge launched setting up of two Recycle Bins Stations at Badshahpur
the center in collaboration with NIIT foundation on Bund and Biodiversity Park in Gurgaon. The objective
2nd Dec 2015. In FY21, the center impacted around of the project was to reduce waste which can be reused
730 underprivileged students of the community by and recycled for more productive purposes. These
imparting various career courses and IT skill trainings. hubs are spaces which give easy access to citizens
The center also provided placements to 12 students to reduce waste load and allows a call for action at
from the center. the individual, community, corporate and school level.
This initiative would contribute to reducing a part of
2. SHIKSHA, Madanpur Khadar, Delhi – The second
the 400 mt recyclable waste from reaching the landfill
Career Development Centre providing IT and
daily.
employability training to the underprivileged students
in and around Madanpur Khadar area in Delhi was 7. Urban Afforestation at Noida – Done in partnership
adopted in partnership with NIIT Foundation, on with Swechha, the endeavor of this project is greening
1st Jan 2017. In FY21, this center impacted 1538 Noida through urban afforestation activities. Under
underprivileged students including some differently this project two indigenous fruit bearing forest trails
abled students as well. The center provided in Noida (Prodigal Farms, Bandh Rd, Near Jaypee
placements to over 204 students from the center. Hospital, Sector 131, Noida, Uttar Pradesh 201304)
have been designed and developed that would not
3. Shiksha, Bhangel, Noida – This Career Development
only eventually serve as a ‘green lung’ and in improving
Center was added under the Shiksha Program in
air quality in neighbouring localities, but would also
Oct 2019. The BhangelCenter in partnership with
serve as an educational tool for young students that
NIIT Foundation, focusses on providing IT and
frequently visit the farm.
employability training to the underprivileged students
in and around Bhangel area in Noida. In FY21, it has 8. Pond Revival - Coforge in collaboration with
impacted over 1080 underprivileged students and Environment Law and Development (ELD) revived
provided placements to around 52 students from the the Kheri Pond at Greater Noida which is 2 acres of
center. The center also provided placements to 52 water body. The project included embankment and
students from the center. beautification of the pathway around the pond by
setting up bench, dustbin and solar lights around the
4. Shiksha, Gurgaon – Another Career Development
banks of the pond. 3 Tanks for natural treatment of
Center was added under the Shiksha Program in
inlet water has been constructed. This project not only
August 2019. The organization launched the Gurgaon
Center in partnership with NIIT Foundation, the reduced the immense water pollution in that area but
center focusses on providing IT and employability also impacted the lives of the people in and around
training to the underprivileged students in and around the village
Dundahera area in Gurgaon. The center became 9. Rainwater Harvesting and Pond Revival: As part
operational in October 2019 and since it has impacted of water conservation initiative Coforge partnered
around 818 underprivileged students also provided with ECO Roots in setting up Rain Water Harvesting
placements to 44 students from the center.
29
system at Murshidpur Govt. School, Greater Noida. Committee to report concerns about unethical behaviour,
The second project focused on sensitizing people on actual & suspected frauds, or violation of Company’s Code
reducing water contamination and revival of natural of Conduct and Ethics. The policy is hosted on the website
water resources. Through this initiative 3 hectare of of the Company.
pond at Bambawad village in Greater Noida has being The same provides for adequate safeguards against
revived. victimisation of director(s)/employee(s) who avail of the
mechanism and also provides for direct access to the
Risk Management Committee
Chairman of the Audit Committee in exceptional cases. It
The requirement of constituting Risk Management
is affirmed that no person has been denied access to the
Committee is mandated by SEBI on top 500 companies
Audit Committee.
based on the market capitalization as on March 31, 2018.
As the Company continues to fall under the Top 500 Policy for Determining Material Subsidiaries
category it is required to constitute a Risk Management The Policy for determining the material subsidiaries of the
Committee as per the provisions of the SEBI Listing Company has been revised by the Board of Directors in their
Obligations & Disclosure Regulations 2015 as amended, meeting held on Jan 18, 2019 in terms of the amendments
effective from April 01, 2019. The Committee comprises of in the SEBI Listing Obligations & Disclosure Regulations,
the following Directors: 2015 as amended effective from April 01, 2019. The said
1. Mr. Basab Pradhan (Chairperson) Policy is available on the Website of the Company URL:
https://www.coforgetech.com/sites/default/files/inline-files/
2. Mr. Hari Gopalakrishnan
policy-on-determining-material-subsidiaries-new.pdf
3. Mr. Sudhir Singh
The Internal Audit Head shall be an invitee to the Risk Management Policy
Committee meetings & the Company Secretary of the The Company has developed and implemented a risk
Company shall be the Secretary to the Committee. The management framework for identification of elements of
terms of reference of the Committee are provided under risk, which in the opinion of the Board need close scrutiny.
the Corporate Governance Report of the Company. Dividend Distribution Policy
POLICIES OF THE COMPANY The Company has a Policy for Distribution of Dividend
under Regulation 43A of SEBI (Listing Obligations and
Nomination & Remuneration Policy Disclosure Requirements) Regulations, 2015 adopted
Pursuant to the provisions Section 178(3) of the Companies during the FY2017. The Board amended the Policy in its
Act, 2013, the Board has on the recommendation of the meeting held on January 18, 2019. This policy aims at
Nomination and Remuneration Committee framed a policy laying down a broad framework for considering decisions
for selection and appointment of Senior Management by the Board of the Company, with regard to distribution
and their remuneration. The Policy has been revised by of dividend to shareholders and/or retention or plough
the Board of Directors in their meeting held on January back of its profits. The Policy is enclosed as Annexure -B
18, 2019 in terms of the amendments in the SEBI Listing of the Report and is also available on the website of the
Obligations & Disclosure Requirements Regulations 2015 Company.
as amended, effective from April 01, 2019. The terms of
Code of Conduct
reference of the Committee have also been revised by the
The Company Code of Conduct is available on the website
Board in its meeting held on March 20, 2019. The detailed
of the Company at https://www.coforgetech.com/investors/
Policy is stated in the Corporate Governance Report.
code-conduct.
Vigil mechanism/Whistle Blower Policy The Chief Executive Officer of the Company has given a
In view of the requirement as stipulated by Section 177 declaration that the Directors and Senior Management of
of the Companies Act, 2013 read with Rule 7 of the the Company have complied with the Code of Conduct
Companies (Meeting of Board & its power) Rules, 2014 and during the year 2020-21.
Corporate Governance under SEBI Listing Obligations &
Prevention of Insider Trading
Disclosure Regulations, 2015 as amended, the Company
has complied with all the applicable provisions and has The Company has formulated and adopted a Policy in
adopted a Whistle Blower Policy duly approved by the Audit accordance with the requirements of SEBI (Prohibition of
30
Insider Trading) Regulations, 2015 as amended. The Policy Rules, 2014, the Report and Financial Statements are
lays down the guidelines and procedures to be followed, being sent to the Members of the Company excluding
and disclosures to be made while dealing with the shares the statement of particulars of employees under Rule
of the Company along with consequences for violation. 5(2) of the Companies (Appointment and Remuneration
The policy is formulated to monitor, regulate and ensure of Managerial Personnel) Rules, 2014. Any Member
reporting of deals by employees while maintaining highest interested in obtaining a copy of the said statement may
level of ethical standards while dealing in the Company’s write to the Company Secretary at the Registered Office
securities. The policy is amended to bring it in line with the of the Company and the said annexure is also open for
provisions of the prevailing regulations, from time to time. inspection at the Registered Office of the Company.
Code of Fair Disclosure Conservation of energy and environment-friendly

The Company’s Code of Fair Disclosure is placed on the initiatives
website of the Company https://www.coforgetech.com/ Environmental sustainability is the process of making sure
investors. that the current processes of interaction with environment
is pursued with the idea of keeping the environment as
PERFORMANCE EVALUATION pristine as naturally possible based on ideal-seeking
The Board carried out the annual evaluation of its own behaviour. An ‘unsustainable situation’ occurs when natural
performance, of the Directors individually as also of its resources is used up faster than it can be replenished.
statutory committees, pursuant to the provisions of the We at Coforge Limited always strive to improve our
Companies Act, 2013 and SEBI Listing Obligations and environmental performance continuously to improve upon
Disclosure Requirements Regulations, 2015 as amended. our carbon footprint performance and contribute our bit
The evaluation was based on a comprehensive set of towards environment we participated in Van Mahotsav
criteria finalised by the members in their meeting held on drive conducted by Uttar Pradesh Government where
May 04, 2020. The Board considered the evaluation of the we planted 1000 Saplings in and around Greater Noida
members based on one-on-one meetings, and the directors Campus and all saplings were Geo Tagged and detailed
who were subject to evaluation did not participate in the report was submitted to pollution control board to ensure
process. The performance evaluation of the Independent the Vigour of all plants
Directors was carried out by the entire Board excluding
To improve upon the energy consumption pattern we also
the Director being evaluated. The performance evaluation
migrated from LPG connection to PNG Connection aiding
of the Chairman and the Non-Independent Directors was
us save 10-15 % on our energy consumption requirement
carried out by Independent Directors. The Chairperson
and also helped us improve our carbon footprint and
communicated the feedback to concerned stakeholders.
minimize hazards associated with the use of gas cylinders.
The Directors expressed their satisfaction to the evaluation
At Coforge we don’t leave a chance to showcase our
process.
environment commitment, like every year this year also we
MANAGERIAL REMUNERATION & PARTICULARS OF participated in Noida Floriculture competition conducted
EMPLOYEES by Noida Authority and stood first in the competition. We
The information required under section 197(12) read planted 36 different varieties of flowering plants in entire
with Rule 5(1) of the Companies (Appointment and Greater Noida campus and created a flower valley with in
Remuneration of Managerial Personnel) Rules, 2014, premises.
is provided in Annexure-C. Further, the managerial In this pandemic scenario we also managed to get
remuneration is also provided in the Corporate Occupational Health and Safety Management system i.e.
Governance Report. The information as required under ISO 45001:2018 Certification.
Section 197(12) of the Companies Act, 2013 read with
Environmental commitment cannot be fulfilled alone until
Rule 5(2) of Companies (Appointment and Remuneration
we all are aware of our environmental impacts, until we
of Managerial Personnel) Rules 2014, is applicable and
inculcate concept of sustainability in our routine and to
forms part of the Report.
achieve the same we launched environment health safety
However, as per first proviso to Section 136(1) of the training module at global level where every employee
Act and second proviso of Rule 5(2) of the Companies needs to go through the awareness training to improve its
(Appointment and Remuneration of Managerial Personnel) environment act.
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Technology absorption and R&D (Research & relevant content in relation to what they’re doing anytime,
Development) anywhere and in the format and on the device of their
Enterprises are asynchronous and need to balance choosing. It’s their journey that dictates corporate strategy.
between the burden of maintaining existing legacy or In order to keep up with this new kind of “always-connected”
investing in new technologies. Enterprises need to customer, businesses must embrace technology to deliver
address multi-dimensional and multi-mode operational an unmatched customer experience.
strategies that drive growth and profitability.
• Connected Experience – According to Salesforce,
Our Engineering Convergence (EC) strategy defines an 84% of customers feel that experiences are as
adaptable operating system and a multi-velocity business important as the actual products and services.
model leveraging our capabilities in Product Engineering With Salesforce, we help enterprises build stronger,
for innovations and speed, Cloud Engineering for more valuable relationships with customers across
scalability and elasticity and Process Engineering for channels and offer personalized experiences, with
optimization and modernization across Business & IT all information and tools on a single interface. We
landscape of platforms, systems, and applications. create competitive advantages by enabling unified
Our EC employs a Variable IT, Everywhere Enterprise experiences for customers and partners on a single
frameworks and methodologies which are adaptable, platform with personalization and recommendations,
data driven & autonomous to capitalize on future business thus serving customers faster across every channel.
opportunities that can drive competitive advantage. Our The experiences build stronger, more valuable
EC and Technology Innovation Center (TIC) bridges the B2B and B2B2C relationships delivering effortless
gap between idea and implementation along with more engagements in real time and across any device. We
than twenty thousand professionals who develop, commit, engineer Client Experience with Client Outcomes at
test, operate, and manage code and processes to bring to scale enabled by the Salesforce platform providing
life, new digital business models and applications. collaboration, innovation, self-service and fast time-
Product Engineering Convergence – World Economic to-delivery, supported by flexible, scalable and future-
Forum estimates Digital Transformation will unlock proof capabilities. Innovative experiences augmented
$100T value by 2025. According to Price Waterhouse with human-machine and self-learning becomes
Coopers, 86% of CEOs believe that digital technologies the norm of any interaction – making the digital
will transform their business more than any other change. experiences a digital reality. Creative design with AI
Doing Digital is no longer sufficient. Being Digital with such as identifying winning attributes of a successful
Data & Analytics driven decisions, DevSecTestOps driven product or even predicting future products or even
product engineering and Cloud driven elasticity & scale using generative designs for iterative A/B tests. We
are some of the key building blocks fueling the Digital create “I” in the AI.
Enterprise. Enterprise who wants startup speed, rely on • Actionable Insights – According to MuleSoft, 89%
Data and Cloud to differentiate, and leverage it to further of IT leaders say data silos are an obstacle to
enhance omni channel Client Experience by providing digital transformation. We help remove data silos
recommendations and personalization. and create a seamlessly connected ecosystem that
New means of revenue & channel becomes the imperative allows instant access to information and drives new,
for growth and profitability. The heritage of product data-driven insights. A comprehensive intelligent
development at speed and scale demonstrates our data platform built on micro-services, API and AI can
engineering capability in creation, launch and management help unleash the competitiveness and differentiation
of such products and platforms. Our DNA in engineering in the market. Our Hyper-Intelligence Platform is
infused with AI, Automation, Analytics, helps our Clients our knowledge graph platform that enables ingestion,
leverage the potential of Digital to transform while transition pre-processing, processing and decisioning. We
to more modern and cloud-based technologies. As an enable transformation, processing, migration, etc.
example, a warehouse management platform developed from unstructured to structured data, from SQL to
by Coforge is being used by one of the largest freight NoSQL, from Block to Object, and from on-prem
forwarder airport in the world. to Cloud. Boosting data engineering and quality
COVID has accelerated the Digital Transformation and through AI by enriching, de-duplicating, remediating.
this change is being driven by the customers who expect We help in not just standard Data Engineering with
32
data warehouses, data lakes, etc. but also Data Design Thinking provides a better understanding of
Modernization, Data Quality, Data Science including users, challenges, and identify alternative strategies
data labelling capability for augmentation along with and solutions to ideate, prototype and test. Lean
human expert curated data – all in a self-learning Startup builds a Most Valuable Product (MVP) with
and self-improving algorithms. Our proprietary Data product-market fit. Agile.NEXT the next generational
Xpress Toolkit enables the acceleration of journey agile based methodologies adopting and enhancing
to modernization and Analytics. Tableau capabilities the Agile Manifesto with special emphasis on
can help Clients deliver powerful analytics to make DataOps. Our interest is to create Immediate value,
smarter decision with Salesforce and other platforms. foster collaboration across value chain, and provide
This ability to turn distributed data into insights using continuous flow and circular loop feedback. Our micro-
visualization, analytics and AI can help Clients deliver services reference architecture provides a blueprint
on differentiation. for enabling monoliths to decompose services.
• Living Systems – According to Market & Markets, Cloud Engineering Convergence – Coforge is capitalizing
API with API, integration, . Seamless customer on its Cloud Engineering strategy and approach by
experiences require companies to create a fully empowering Clients to reimagine how they buy, consume,
connected ecosystem, where data are continuously and innovate in today’s multi-dimensional world whilst
collected, analyzed and transformed to serve the accentuating security and reliability!
needs of the entire value chain. The need is not The cloud adoption is being driven through innovation
only for a point-to-point integration but a multi-point acceleration as Hyperscale Cloud Providers (Amazon
to multi-point cross connect living and breathing Web Services, Microsoft Azure, Google Cloud) ship over
systems. Unlock legacy systems, connect legacy three thousand new releases a year to help customers
assets to SaaS, and reduce integration costs. Our achieve real business outcomes. However, at the same
proprietary MuleSoft Migration Toolkit accelerates time organizations are sometimes over-spending (with
migration to MuleSoft at rapid pace. This toolkit 80% overshooting their Cloud budgets in 2020), budgets
accelerates time-to-value through reusability, are getting wasted (on average, over 30% of cloud spend
modularity and collaboration while increasing agility in organizations is wasted), and skills gap is widening
and flexible architecture that evolves as the business. (90% of organizations say they suffer a growing cloud
Securely sharing data with a zero-trust approach skills gap). Companies are operating under a new reality
and connects the team to instant customer insights where transdisciplinary integration and convergence
so a tailored service can be provided in real-time of multi-cloud to enable core business systems and
analytics. New insights and intelligent forecasting, processes is not an option but sole business imperative!
real-time data sharing and supply chain optimization Systems resilience across the stack including applications,
are fundamental properties of the Living Systems. architecture, data, cloud, infra, workplace, networking and
This aids in adaptable systems which can morph and security is another key agenda leader today are focused
change according to the data from people, systems, on addressing for them to lay the foundation for a robust
and devices in real time. These exhibit seamless tomorrow. This is reflective across industry domains, some
communicating, integration and collaboration among more than others like Insurance who now no longer have
the systems and applications in the new remote world. the liberty to circumnavigate along the periphery but must
• Product Development – AI infused in Software rush against time to address aforesaid challenges head-on.
Development Life Cycle (SDLC) can accelerate • Platform & Infrastructure - Infrastructure outsourcing
development and increase coverage for enhanced services to manage infrastructure including support,
quality. Our Development Engineering services engineering services, service management, service
leading with “Design Thinking” to “Lean Startup” desk and monitoring. Including design, build, migrate
methodologies and the next generation “Agile. and support of enterprise applications, COTS, core
NEXT” framework build the foundational elements for platforms as well as custom, cloud-native frameworks.
successful digital product creation. A convergence AIOps Platform – Our advanced hyper-automation AI
of Design Thinking, Lean Startup and Agile.NEXT OPS platform (an integrated programmable platform)
brings to life a single-threaded, single-vision digital services to realize current trends, optimization and
product development into digital ready enterprises. transformation avenues while balancing performance,
33
availability, and resilience for clients. o Hyper Automation: resolve high-volume tasks
• Hybrid & Multi-Cloud - Companies are operating by leveraging ML and AI models to minimize
under a new reality where transdisciplinary integration bottlenecks and optimize the deployment of human
and convergence of multi-cloud to enable core talent.
business systems and processes is not an option but o Architecture
& Performance Engineering: build
sole business imperative! Systems resilience across on the concepts of site reliability to enhance system
the stack including applications, architecture, data, availability, minimize performance constraints,
cloud, infra, workplace, networking and security is and scale applications on multi-cloud to align to
another key agenda Leaders today are focused on business demands.
addressing for them to lay the foundation for a robust o Open Systems: leverage standard APIs, protocols
tomorrow. This is reflective across industry domains, and data formats to enable open data movement
some more than others like Insurance who now no and achieve widespread multi-cloud interoperability
longer have the liberty to circumnavigate along the /standardization.
periphery but have to rush against time to address
Process Engineering Convergence – Our Digital
aforesaid challenges head-on. Enabling business
Process Automation (DPA) provides a framework to
by supporting hybrid cloud environments leveraging
optimize and bring efficiencies to the core functions of
cloud–based solutions and CloudOps services
enterprises while transitioning and transforming to a
including digital workplace and security. Our global
Digital IT and Digital Business. This enables enterprises,
strategic partnerships with Azure, AWS and Google
to drive new services, new models, and new capabilities.
Cloud Platform (GCP) are further fueling the fire to
The DPA approach orchestrates enterprise systems
achieve innovation acceleration for our clients. Coforge
to govern, among others, functions for development,
plans to continue to drive significant cloud penetration
maintenance, and communications, to help ensure
within its portfolio by showcasing capabilities that
compliance. This could be to Orchestrate work from
are built on strategic alliances with Hyperscalers
end to end with Case Management, deliver consistent
(especially AWS and Azure) for sourcing market
User Experiences across channels, implement Artificial
leading hyperconverged infra, network and security
Intelligence for operational efficiency, to name a few. It is
services. This would lead to SKU Based Offerings
also to provide technology specific offerings like Cloud
& Accelerators to enable joint go-to-market models
Migration, Integrated DevOps Suits, AI based solutions to
with our strategic partners over the next two quarters
accelerate customer objectives. The industry specific use
and expand the relationship to global scale. In short,
cases and processes like Underwriting, Claims, Customer
driving business outcomes and innovation in hybrid
Onboarding, Smart Dispute/Investigation, etc. converge
cloud spanning industry verticals and technology
into cohesive technology solution framework, thereby
partners through engineering convergence. Our
creating the foundation for digital transformation, data
journey to cloud is being driven through Coforge’s
convergence and AI decisioning.
Cloud Innovation Factory which showcases skills
• Modernization of Core – Our Pega and Appian based
ranging from prototyping to MVPs and Coforge’s
modernization and process optimization capabilities
ability to drive migrations at scale leveraging migration
across case management, enterprise functions
factory processes. This coupled with our Business
such as HR, Finance, Procurement, Grievance &
Case & Design Thinking helps clients with value
Compliance Management etc., Customer relationship,
realization led approach to transformation, so they get
service, sales and marketing etc. provide a robust
to first-hand experience the art of the possible prior to
rule based workflow, decisioning, routing logic and
embarking on a cloud journey with certainty.
real-time interactive dashboard with full visibility and
o Idea-to-Code: reduce burden of entry into new reporting capabilities.
products or markets leveraging cloud native building
• Digitize Business – Our low code / no-code
blocks.
capability in Outsystems and Microsoft PowerApps
o Remote Everything: scale collaboration and can rapidly design and develop MVP for any IT
self-help tools to enable digital workplace at and Citizen developers. Employees with workforce
extraordinary speed and scale. automation, virtual onboarding, advanced decisioning,
34
omnichannel customer experiences, crisis response Minimum Viable Products (MVP) and services that can be
systems, employee safety and enablement are some of brought to market. In the area of General AI and Advanced
the ready to use solutions available to deploy instantly Reinforcement Learning, frameworks like deeplearning4J
within any Enterprise. Our engineering capabilities and TensorFlow are being explored and deployable POC
in various platforms such as Pega, Salesforce, etc. created.
leverages accelerators that drive various outcome • The Blockchain Competency Centre & Lab helps
such as Sales Force Automation, Digital Marketing, drive thought leadership in various industries such as
Field Service, and Connected Commerce. Corporate Healthcare, Travel, Insurance and Banking solutions.
Functions, Lean IT, Digitize Operations enables can For the Healthcare, we have developed a Blockchain-
also be provisioned and modeled with our convergent based solution that provides payers, providers, third-
technologies such as Salesforce AppExchange. party administrators, Health Information Exchanges,
• Automate Operations – According to Gartner, and other entities an integrated view of the services
the global spend on Robotics Process Automation rendered to patients. The Anti-Counterfeiting in Drugs
(RPA) software will be $2.4B in 2022. This increase solution based upon Blockchain ensures genuine
drugs for consumers, ascertains offenders, and
in spending is primarily driven by the necessity
reclaims transparency. Trade Finance, also known as
for organizations to rapidly digitize and automate
the fuel for global commerce, fuses Blockchain’s best
their legacy processes as well as enable access to
technological advancement with our extensive domain
legacy applications through RPA. No more just a
expertise to ease its’ inherent challenges and help
surface automation tool, RPA with intelligence is
Clients digitally transform their businesses. Instant
adding value to the understanding of unstructured
issuance of letter of credit, bank guarantees, and other
data. The manual data integration tasks between
payment methods reduce the delays in payments,
systems and application are enabled by RPA’s
whereas instant tracking of shipment status saves time
cost-effective methods. Our Intelligent Process
and cost. Coforge’s Travel, Transport, and Hospitality
Automation platform leverages COTS and open-
experts bring a unique platform for our stakeholders
source technologies to help mine, automate and
to understand and experience the emerging tools
standardize processes. Enterprises are slowly and technologies. A Blockchain & IoT-based cold
discovering that IPA offers benefits beyond cost supply chain solution provides real-time tracking
optimization as the it now can support productivity of temperature, humidity, and other parameters. It
and increase client satisfaction when combined with ensures the safety and quality of goods, thereby
other artificial intelligence (AI) technologies such as improving confidence in products and the brand.
chatbots, machine learning and applications based
• We have built a Quantum lab that consists of multiple
on natural language processing (NLP). A data driven
experiments on which our research teams work. With
next-best action and leveraging the digital workers,
a worldwide network of Clients in diverse business
bot economy takes shape.
areas, we are committed to driving our Clients’
Technology Innovation Center – Our next generation innovation by creating a quantum-ready workforce
innovation group continues to focus on emerging by training and guidance. The application of quantum
technologies in the areas of Blockchain, Quantum computing help to solve the most challenging problems
Computing, Artificial Intelligence (AI) and Cognitive in cryptography and machine learning. The Quantum
Services like Video Analytics, Advanced NLP, NLG, Text research team is working on the significant Quantum
Summarization, Extended Reality and advanced User cloud provides like Azure and Amazon Braket.
Interfaces like Smart Speakers, Voice Assistant, Voice-
Coforge is all about working with Clients, co-creating new
Enabled UI, and Mixed reality UX.
markets, and transforming existing markets, helping Clients
Multiple proofs-of-concept (POCs) have been created rationalize cost in process while continuously delivering
in partnership with customers in the Company’s lab at value and growth. We are at an inflection point where the
Bangalore and Noida for technology incubation and Digital Transformation is accelerating, and this change
adoption to solve business problems. The Innovation as brings with it new challenges and new opportunities. The
a Service offering uses Design Thinking-led innovation new battlegrounds are being serviced it is the one who
to co-innovate with customers to define problems, refine, works faster fails faster and enables growth faster Will be
and prioritize ideas, and prototype solutions to create the winner.
35
As part of our culture, we want to reward experimentation procedures and policies of the Company. Based on the
and iteration. We want to enable a culture of learning a report of Internal Audit Function, process owners undertake
cultural collaboration and a culture of open and honest corrective action in their respective areas and thereby
communication. We will reward a culture of loading a strengthen controls. All significant audit observations and
culture of understanding a culture of listening. We don’t corrective actions are presented to the Audit Committee
want to be know it all, but we want to be learn it all. I would for its review and suggestions.
welcome any suggestions any opportunity to talk one on
one with anyone and to gain insights on how to relentlessly Details of Subsidiary / Joint Ventures / Associate
Companies
evolve our culture to embrace change to learn and adapt to
change and to unearth the opportunities of change. As on March 31, 2021, the Company has subsidiaries in
the United States of America, United Kingdom, Germany,
We help our Clients:
India, Singapore, Thailand, Australia, Dubai, Spain,
• Rethink – their CapEx and OpEx spends across multi-
Poland, Netherlands, Romania, Sweden, Malaysia and
cloud to be more flexible and agile and eventually
Chile.
reengineer it as-a-service driven to respond to the
needs of business. Details about the companies which have become/
• Measure – the Client experience by mapping outcomes ceased to be subsidiaries during the Financial Year
to business metrics as opposed to traditional service The Company has not acquired any company directly
levels. during the year. However, four new companies in Sweden,
• Redefine – the workplace, network, and security Malaysia, Romania and Chile were incorporated.
services for them to maximize benefits of today’s true The Company also acquired additional stake in
multi-cloud landing zones. Whishworks IT Consulting Pvt. Ltd in FY21, increasing the
• Evolve – current application topology to hybrid- total stake of the Company to 80% of the paid up share
cloud & cloud-native solutions thereby decoupling capital of the Company.
architectures and increasing uptake of micro services.
Performance and financial position of each of the
• Future Proof - Collaborate with and incrementally and
subsidiaries, associates and joint venture companies
continually adopt new services from OEMs, Partners included in the consolidated financial statement.
and hyperscalers mapped to the right use cases, at
During the year, the Board of Directors reviewed the affairs
the right time.
of the subsidiaries. Pursuant to provisions of Section 129(3)
Foreign Exchange Earnings and Outgo (Rs. Million) of the Companies Act, 2013, a statement containing a
report on the performance and financial position of each of
Particulars Year 2020-21 Year 2019-20
the subsidiaries, associates and joint venture companies
Foreign Exchange 21,160 21,207 is included in the consolidated financial statement and the
Earnings
same has been annexed to this Report as AOC-1 given in
Foreign Exchange Outflow 9,717 9,486 Annexure D.
Details of significant and material orders passed by the In accordance with the provisions of Section 136 of the
Regulators or Courts or Tribunals impacting the going Companies Act, 2013, the audited Financial Statements
concern status and Company’s operations in future of the Company, consolidated Financial Statements along
During the year, no order was passed by the regulators or with relevant documents are available on the website of
courts or tribunals impacting the going concern status and the Company (www.coforgetech.com).
company’s operations in future.
Particulars of loans, guarantees or investments under
Details in respect of adequacy of internal financial section 186 of the Companies Act, 2013
controls with reference to the Financial Statements The Company has not given any loan to any person and
The Company monitors and evaluates the efficacy and any other body corporate. The Corporate guarantees
adequacy of internal control systems in the Company, issued by the Company on behalf of the Subsidiaries and
its compliances with operating systems, accounting Step Down Subsidiaries stands discharged as on March
31, 2021.
36
The details of the securities acquired by the Company of other body corporates is given as under:
(Amt. in INR Mn.)
Investments in equity instruments in subsidiary companies (fully paid) Investment value
as on March 31, 2021
2,837,887 (31 March 2020: 2,837,887) Shares having no par value in Coforge Inc. USA (Formerly 156
known NIIT Technologies Inc. USA)
16,614,375 (31 March 2020: 16,614,375) Shares of 1 Singapore $ each fully paid-up in Coforge 703
Pte Ltd., Singapore (Formerly known NIIT Technologies Pte Ltd., Singapore)
3,276,427 (31 March 2020: 3,276,427) Shares of 1 UK Pound each fully paid-up in Coforge UK 204
Ltd., UK (Formerly known NIIT Technologies Ltd., UK )
537,900 (31 March 2020: 537,900) Shares of Euro 1 each fully paid-up in Coforge GmbH, 185
Germany (Formerly known NIIT Technologies GmbH, Germany
50,000,000 (31 March 2020: 50,000,000) Equity Shares of Rs 10/- each fully paid-up in Coforge 500
SmartServe Limited (Formerly known NIIT SmartServe Limited )
1,000,000 (31 March 2020: 1,000,000) Equity Shares of Euro 1 each fully paid-up in Coforge Airline 224
Technology GmbH Germany (Formerly known as NIIT Airline Technologies GmbH Germany)
5,000 (31 March 2020: 5,000) Ordinary Shares of 1000 AED each fully paid in Coforge FZ LLC 63
Dubai(Formerly known as NIIT Technologies FZ LLC Dubai)
5,000,000 (31 March 2020: 5,000,000) Equity Shares of Rs. 10 each in Coforge Services 25
Limited(Formerly known as NIIT Technologies Services Limited)
4,047,631 (31 March 2020: 3,642,868) Equity Shares of Rs. 2 each in Coforge DPA Private Limited 4,701
(Formerly known as NIIT Incessant Private Limited)
147,988 (31 March 2020: 135,682) Equity Shares of Rs. 10 each in Whishworks IT Consulting 1,623
Private Limited*
Total equity instruments 8,424
* Note:- The Company signed an amendment agreement with promoters of Whishworks IT Consulting Pvt. Ltd. in June
2020 for acquisition of second tranche shares of Whishworksin the following manner:
- 12,306 by Coforge Limited and the balance 43,180 shares through CoforgeSmarserve Limited (a WOS of the Company).
The above addition in shareholding only includes shares acquired by Coforge Limited.
** The subsidiary in Philippines is still under closure.
Particulars of Contracts or arrangements with specifying the nature, value and terms and conditions
Related Parties of the transactions. None of the transactions with the
The Related Party Transaction Policy deals with the review related parties fall under the scope of Section 188 (1)
and approval of related party transactions. The Board of of the Companies Act, 2013. Details of Related Party
Directors of the Company has approved the criteria for transactions pursuant to Section 134(h) of the Act read
making the omnibus approval by the Audit Committee. The with Rule 8 of the Companies (Accounts) Rules, 2014 are
Board amended the Policy in terms of the revised SEBI given in Form No. AOC-2 in Annexure – E.
(Listing Regulations), 2015 regulations effective from April
Management’s Discussion and Analysis Report
01, 2019, and the amended Policy is uploaded on the
website of the Company. In terms of Regulation 34(e) of the SEBI (Listing
Regulations), 2015 as amended from time to time, the
A Statement of all related party transactions is presented
Management’s Discussion and Analysis Report is set out
before the Audit Committee on a quarterly basis and prior/
in this Annual Report.
omnibus approval is also obtained for the entire year,
37
Business Responsibility Report provided within the Corporate Governance Report.

The SEBI (Listing Regulations), 2015, mandates the The Auditors Report to the Shareholders does not
inclusion of Business Responsibility Statement (‘BRR’) for contain any qualification, reservation or adverse
top 500 listed companies based on market capitalization remarks.
as on March 31, 2021. In compliance with the same the d. Cost audit & records:
Company has integrated BRR as part of its Annual Report. Section 148 of the Companies Act, 2013 is not
applicable on the Company. Therefore, cost audit has
Corporate Governance not been conducted for the financial year 2020-21 and
In terms of Regulation 34 of the Securities Exchange records are not maintained.
Board of India (Listing Regulations), 2015 as amended e. No fraud has been reported by the Auditors to the Audit
from time to time, a Report on Corporate Governance Committee, Board or any other relevant authority.
along with Compliance Certificate issued by Statutory
Auditor’s in terms of Part E of Schedule V of the said HUMAN RESOURCE INITIATIVES
Regulations of the Company forms an integral part of FY21 has been an unprecedented year for human
Corporate Governance Report. resources as it necessitated newer models for connecting
with people, owing to the sudden advent of ‘virtual mode
Compliance with applicable Secretarial Standards
of working’. We arrived at our 4E strategy that entailed
The Company is in compliance with the applicable Examining the pulse of the organization on an ongoing
Secretarial Standards issued by Institute of Company basis and taking actions around Engagement, Education,
Secretaries of India and notified by the Ministry of and Encouragement for meaningful interactions with our
Corporate Affairs with all amendments thereto. people. The outcomes of these interventions are visible
through our key people indicators like attrition, employee
AUDITORS & AUDITORS’ REPORT/CERTIFICATE
satisfaction, and employee commitment.
a. Statutory Audit:
Some of the elements of our strategy have been listed
M/s S R Batliboi & Associates LLP (FRN 101049W/
below:
E300004) have carried out Statutory Audit under
Examine: We at Coforge use various tools to assess and
the provisions of section 139 of the Companies Act,
monitor the pulse of our employees. Annual Employee
2013 for the financial year 2020-21 . The Report given
Engagement Survey (EES) is our most comprehensive tool
by Auditors forms part of this Report. The Auditors
that focuses on key areas like professional growth, work
Report to the Shareholders does not contain any
life balance, training, team work, commitment index, and
qualification, reservation or adverse remarks.
so on. However, this is an annual survey and we wanted
b. Secretarial Audit: something more frequent. We therefore initiated random
During the year, the Board of Directors of the Company dipstick surveys to assess employee needs within each
appointed Mr. Ranjeet Pandey (Membership No.5922) business group, and arrived at action plans to respond
of M/s Ranjeet Pandey & Associates, Company to the survey inputs. We also stepped up our one-on-one
Secretaries (CP No.–6087), in Whole-time Practice, HR Connects and group Skip meetings to understand
to carry out Secretarial Audit under the provisions concerns and resolve them almost real time.
of Section 204 of the Companies Act, 2013 and the
The pandemic forced us on deeper introspection, frequent
Rules framed thereunder, for the Financial Year 2020-
dipsticks, and new ways to engage and support employees.
21. The Secretarial Audit Report for the financial
Being a people-centric organization, it was important to be
year ended 31st March 2021 was considered by the
aware of the change, and come up with employee-oriented
Board in its meeting held on May 06, 2021 and the
solutions in the new normal.
said Report given by Secretarial Auditors is annexed
Engagement: We, at Coforge, lay great emphasis on
to this Report as Annexure-F. The Secretarial Audit
effective internal communication to drive better productivity,
Report does not contain any qualification, reservation
cohesiveness, and collaboration. The pandemic did
or adverse remarks.
catch us by surprise in terms of the erstwhile modes of
c. Auditors Certificate on Corporate Governance: engagement suddenly being invalid, but could not stop
As required by SEBI (Listing Regulations), 2015, the us from engaging with our employees. Only the mode of
Auditor’s Certificate on Corporate Governance is engagement changed.
38
For the first time in the history of our organization, we care of themselves, we streamed a series of programs
gathered under one roof for a common Global Annual like Desk Exercises, and The Art of Doing Yoga. We
Day on a Virtual platform to celebrate the success and created an interesting snippet Gangu Bai & Gangu
achievements of the organization and of our employees. Bhai about inclusivity in sharing the burden of
The Annual day entailed updates from leaders, annual household chores during work from home.
awards, and performances by teams. Employees enjoyed • Emotional Wellbeing: Being cognizant of the stress
showcasing their talents, and the rest of us enjoyed and panic created by the global pandemic, regular
cheering them for entertaining and motivating us in our webinars were organized by wellness experts on
virtual event. Managing Stress, Claiming Resilience, and Emotional
Each of the business teams ramped up on employee Engineering. We also started an interesting series
connects via global townhalls. The objective of the around sharing of lockdown stories by the employees.
townhalls was motivating employees, apprising them of • Career Resilience: To develop employees, interactive
success stories, business updates, and providing them Executive Fireside chats with leaders were conducted
with visibility of prospects in the pipeline. on topics like Where are we heading in Digital, and
To emphasize on the power of connecting, Virtual Coffee Journey to Cloud to name a few. Employees were
Sessions with the Delivery Heads were scheduled to bring motivated to upskill themselves on new Technology
in the flavor of oneness and team spirit. areas over our platform Percipio. Employees were
To enable our employees to break the monotony of work guided on Virtual Meeting Etiquettes. Under the
and to bring down the curses of lock down effect, we banner of Bodhi tree, leaders shared their experiences
curated engagement activities to help strengthen culture, on topics like Managing Finances, Wellness Freedom,
happiness, and productivity and to create a lively workforce. Digital Declutter, etc.
From Singing Idol to Dancing Star; Lockdown Lessons to • Cyber Security: Working from home poses a threat
Workstation Decoration; Karaoke Time to Diwali Dishes to information security, making it important to educate
– all had a virtual avatar. Activities like Treasure Hunt, employees on Data Security. Additionally, many
Tambola, Kids Got Talent, and PUBG were designed to information security write-ups were circulated, and
engage the extended families of our employees. What is a people had the option to participate in some fun quiz
festival without fun and amusement with families – Diwali, on Data Privacy Day.
Christmas, and New Year were celebrated virtually through Encouragement: We at Coforge believe in creating
online activities like Word Scrabble, Virtual Treasure Hunt, a culture of appreciation, encouraging and rewarding
Painting by Little Artists, etc. excellence, and promoting innovation at the workplace.
Education: With the extent of disruption created by the We have Annual awards, ongoing Inspire awards, and
pandemic by sudden work from home, children not going awards for innovation. In this pandemic year, we added a
to school, and house help not available for helping in special category Coforge Warriors in our Annual awards
the household chores, it seemed important to empower to felicitate employees who supported in the pandemic;
employees in various aspects of their life. Thus, we we launched special campaigns to express gratitude in
launched a series of programs around Corona Safety, pandemic times; and our innovation campaign was themed
Physical Health, Emotional Wellbeing, Career Resilience, on the pandemic.
and Cyber Security. • Annual Awards: Every year, an array of Annual
• Corona Safety: A session on Say “No” To Corona awards are given to recognize our employees, to
was introduced and mandated for all our employees, encourage and motivate them. This year, the awards
which created awareness on the preventive measures were handed over on our Global Virtual Annual Day,
to be followed at home and at work. Parenting Tips on wherein the entire company came together on a
how to manage kids effectively while juggling between virtual platform to felicitate the people who earned
household chores and professional commitments the rewards. The annual structure of our awards is as
were sent to all employees, and Webinars were below:
conducted for Getting the Balance Right during Work o
Global Leadership Awards (GLA) is awarded to
from Home. people in leadership cadre who have significantly
• Physical Health: To address the physical wellbeing impacted the organization growth through strategic
of our employees and to educate them about taking initiatives, and the winners of this award are
39
sponsored to an Executive Management Program hands together to appreciate & thank our heroes
at the prestigious Harvard Business School. who had been delivering selflessly during these
o CEO’s Club of Achievers (CCA) is the most coveted difficult days. 15000+ recognitions were shared in
and prestigious award at Coforge. CCA awardees this campaign!
are sponsored to a Leadership Development
Learning & Development
Program at the leading management institute of
A systematic approach to Learning and Development
India – IIM Ahmedabad.
(L&D) of employees is vital for any organization. At
o Award of Excellence (AOE): The award endeavors
Coforge, we are focused on building people’s capabilities
to recognize employees for whom excellence is a
to create a future-ready workforce that contributes in
passion and they ‘walk the extra mile’ and stand out
achieving business goals of the organization. In the new
in the crowd.
normal of virtual presence, we offer an immersive learning
o Excellerator: An employee who makes excellence space with diversified learning methodologies which
a habit and has been awarded the Award of include cutting edge content & hybrid methodology of
Excellence for the third time in their tenure is learning. With our one-of-a-kind learning framework and
conferred with the honor of being called an future-facing approach we also integrate technology into
Excellerator, and it’s a practice to name a meeting learning strategies.
room after the person.
The organization learning initiatives are focused on
o
Coforge Warriors Award was awarded to people competency-building & professional skilling around
who worked from our client / office premises during Business Analysis, Data & Analytics, Digital Integration,
the lockdown. Intelligent Automation and very Large and Complex
• INSPIRE: We also have a Reward and Recognition Program Management Skills. The Company’s School for
mechanism called INSPIRE that nurtures a culture Employee Education Development (SEED) applies training
of value creation for customers. It is an online, on- methods and techniques like remote learning, online
going point-based rewards mechanism with exciting platforms, licensed learning partners and Instructor Led
redemption options where employees can exercise Virtual sessions. The integrated learning approach helps
their choice! Since the platform is digital, it became employees become more versatile, accumulating around
easier for us to propel this medium in the pandemic 400,000 learning hours in the development movement.
time when everything moved from in-person set-up to Behavioural skills are also an important part of the
a virtual set-up in corporate world. The Inspire award corporate culture. One cannot overlook the fact that
winners who were otherwise felicitated during the the role of human behaviour is a crucial factor for the
quarterly town halls, were now felicitated virtually. performance and success of any organization. Behavioural
• Special Campaigns: skills training helps manage optimal human behaviour for
o
Inspire Karona campaign was launched to better work performance.
recognize the efforts of our employees who went Our Behavioural and Soft Skills training is an experiential
the extra mile to support the team during these and evidence-based approach for training employees,
unprecedented times. The name was derived from team leaders, and managers to learn, practice, and
the pandemic itself & gave a platform to each implement behaviour change and related attitudes to
employee to recognize anyone for their contribution enhance personal efficiency and performance.
in such difficult times. Employees who stepped up Coforge introduced trainings for all Business Units through
and volunteered to execute these tasks are the a blended approach. These trainings address the “how”
true heroes of the organization, and they were and “why” of effective communication techniques. Crucial
appreciated and recognized through this initiative. building blocks of the training were self-learning through
o
THANKATON was a special campaign designed Percipio and an understanding of cross-cultural dynamics
to acknowledge & thank our Colleagues for their via Globesmart. Methodologies adopted were Instructor
efforts in ensuring business continuity during these Led Trainings, Role plays, Case Studies and Coaching.
unprecedented times. It was a week long campaign Major takeaway from the trainings has been a rejuvenation
which was launched during COVID with different of interest among participating employees through capsule
themes designed for each day. As a part of this programs.
campaign, everyone in the organization joined
40
A wheel of realization and implementation has been set completing various Technical and Functional certification.
in motion with “Behavioural Intervention” trainings. With Coforge embarked on a “Journey to Cloud” in order to
their deep and far reaching effects in consideration, these pivot for next phase of growth and created personalized
training sessions are directed to achieve both business learning tracks and encouraged certification of AWS,
and manpower related advantages to Coforge. AZURE & GCP to enhance our capabilities in Cloud
A huge progress is also marked towards Management Strategy, Cloud Architecture, Cloud Operations and Cloud
Development Programs which aimed at developing Securities.
future leaders to effectively lead, engage, and develop
COVID-19 has been the biggest disruptor of the century.
their teams. With the clear perspective of strengthening
The only way out is to be a Future-Ready Work Force. We
people management skills and building trust through
brought in External Experts for Deep Dive discussions
effective leadership and communication, the Supervisory
from renowned organizations like Microsoft, ServiceNow,
Development Program was designed and piloted for an
GlobeSmart etc. together and created Lounges for
eminent vertical in the organization. The program covered
discussion and query resolution.
approximately 243 people managers. The execution was
divided in 3 stages starting from Assignments / Self-Study We converted our Campus Engineering Graduate program
before getting into the program, ILT’s for two half-days, and from classroom model to a virtual hybrid model with a
concluding the program through collective transformation pre onboarding self-learning module. Delivering world
series. Each training session delivered by the in-house class virtual Instructor Led Training on wide range of
Learning Team contained elements from allied knowledge topics like Dev SecOps, Cloud Native development , ITIL
areas and was designed around industry specifics and Implementation Stories, Agile Transformation Layers,
best practices. Blockchain, RPA & Intelligent Automation etc.
Executive Fireside Chat: At Coforge, we understand the We created customized Micro E-learning Modules with
importance of leaders leading the flow of communication the help of our internal Subject Matter Experts. We
and information to, from, and among the employees. We created modules like Environment Health & Safety,
believe that traditional communication must give way to Creating A Safe Work Environment, Corona Prevention
a process that is more dynamic yet informal. Hence, our Awareness,Code Of Conduct; Data Privacy and also
virtual Executive Fireside Chats are akin to conversational supported the Travel & BFS Verticals in creating
style Leadership Development programs for the future Domain Academy on Percipio and a QE Academy for
flag bearers at Coforge, where they get an opportunity to the Testing fraternity
personally interact and exchange knowledge with the top L&D function has ensured capability enhancement by
Executive Leadership of the organization. adhering to the vision & Mission statement Engage with
Annual Training Snapshot the Emerging, Transform at the Intersect. In the new
normal we are enabling Team Coforge to Unlearn, Relearn
Training Category Hours of Training % Hours and Adapt by making learning Intentional, Personalized
Technical 321,817 79% & Immersive.
Behavioural 42,654 11%
Domain / Functional 18,246 5% Employee Engagement Survey
Safety, Security & 14,420 4% In order to get useful insights into engagement levels
Diversity related and employee satisfaction, the Company conducts
Leadership & 3,812 1% annual Employee Satisfaction Surveys, the findings of
Management which enable it to make improvements in its workplace
Total 400,949 environment. EES for FY21 showed a measurable
progress over last year results.
We offer multiple learning platforms with enhanced
experience like Percipio, MS Learn, Trail Head, Focus on Particulars EES FY20 EES FY21
Force, Automation Anywhere etc. that enables informal Participation 81.7% 80.6%
learning with vast search option. Collaboration with Overall Engagement Score 69% 75%
External Enterprising Learning Partner for Preparing
Commitment Index 70% 75%
Post Digital Future-Ready Certified Workforce with
41
• As per FY21 EES, the highest-rated drivers of 1. Coforge is positioned as a Leader in Zinnov Zones
engagement are Teamwork (86%), Basic Needs 2020 for RPA
(86%) and Manager Support (78%) 2. Coforge recognized as a ‘Leader’ in NelsonHall NEAT
• Top rated areas are: Report 2020 for Cloud Infrastructure Brokerage,
o
My job is important to achieve Business goals Orchestration andManagement Services
(91.7%) 3. Coforge has been ranked amongst the top 3 IT service
providers in customer satisfaction in Whitelane’s 2020
o
My team and other teams that I work with are
UK IT Sourcing Study
committed to doing quality work (91.2%)
4. Coforge is positioned as a ‘Major Contender’ in Everest
o I am aware of what my goals are and what I am
Group’s Pega Services PEAK Matrix® Assessment
expected to do (90.5%)
2021
• cores that have shown maximum improvement over
S
5. Coforge positioned as a ‘strong performer’ in the The
previous year are:
Forrester Wave™: Digital Process Automation Service
o Offered Training (↑14%) Providers, Q3 2020
o Fair and Transparent appraisal (↑10%) 6. Coforge identified as a prominent provider of
The above results are indicative of our approach of We Intelligent Text Ingestion for Insurers by Novarica in
Care through welfare policies, We Engage with our the report “Intelligent Text Ingestion: Overview and
employees and their families effectively, We Enable Prominent Providers, December 2020
through learning and development, We Innovate with our 7. Accelerate towards cloud-native through convergence
culture of Innovation, We Contribute to society with our of trust, domain and AIOPs capabilities
CSR initiatives, We Connect with our employees through 8. Coforge is positioned as a ‘Leader’ in Everest Group’s
virtual and physical modes, and We Inspire continuously Insurance Business Model Innovation Enablement
via our Rewards and Recognition programs. Services PEAK Matrix® Assessment 2021
PREVENTION OF SEXUAL HARASSMENT OF WOMEN 9. Coforge named ISG Top 15 Sourcing Standout in
AT THE WORKPLACE EMEA “Booming 15”
The Company has a Policy on Prevention of Sexual 10. Enabling Enterprise Agility with Coforge’s Office of
Harassment of Women at the workplace, in line with Enterprise Architecture
The Sexual Harassment of Women at the Workplace ACKNOWLEDGEMENTS
(Prevention, Prohibition & Redressal) Act, 2013. Internal
The Board of Directors would like to take this opportunity to
Complaints Committee (ICC) has been set up to redress
place on record its appreciation for the committed services
complaints received regarding sexual harassment. The
and contributions made by employees of the Company
Company believes in providing all employees a congenial
during the year. In addition, the Directors wish to thank
work atmosphere, which is free from discrimination and
the Company’s customers, vendors, bankers & financial
harassment, without regard to caste, religion, marital
institutions, all government & non-governmental agencies,
status, gender, sexual orientation, etc. During the year,
and other business associates for their continued support.
the Company conducted various awareness programs
The Directors acknowledge and appreciate the support
and workshops at all locations. Employees are required
and confidence of the Company’s shareholders and
to attend compulsory awareness and training program on
remain committed to enabling the Company to achieve its
POSH on our virtual learning platform – Percipio. During
growth objectives in the coming years.
the year, the Company conducted various awareness
programs and workshops at all locations. The Company
received two complaints pertaining to this and both of them
were duly resolved in the Financial Year. For and on behalf of the Board of Directors
AWARDS AND RECOGNITIONS Basab Pradhan
The Company has been recognized in several important Place: California, USA Chairman
ways at the national and global levels, related to its
Date: May 06,2021 DIN: 00892181
leadership in specific industry verticals, and its robust HR
practices.
42
Annexure - A
ANNUAL REPORT ON CSR ACTIVITIES
1. Brief outline on CSR Policy of the Company
The Company’s Values & Beliefs statement is to ensure that in any association with society, society benefits
substantially more than what society gives to us and what society would gain from any other similar association. The
policy spells out Company’s philosophy towards its social responsibilities and lays down the guidelines, framework
and mechanism relating to the implementation, monitoring, reporting, disclosure, evaluation and assessment of
projects, programs and activities forming part of CSR. As part of its CSR initiatives, the Company continued its CSR
drive around education, employability, infrastructure, local initiatives and engagement.
2. Composition of CSR Committee:
Number of meetings of Number of meetings of

Designation/Nature
S.No Name of Director CSR Committee held CSR Committee attended
of Directorship
during the year during the year
1 Kirti Ram Hariharan Chairman 2 2
2 Ashwani Puri Member 2 2
3 Hari Gopalakrishnan Member 2 2
4 Kenneth Tuck Kuen Cheong Member 2 2
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.coforgetech.com/sites/default/files/2021-07/Composition-of-Committee-Coforge.pdf
https://www.coforgetech.com/about-us/corporate-social-responsibility
https://www.coforgetech.com/sites/default/files/inline-files/corporate-social-responsibility-policy-new.pdf
4. 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).
Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:
Sl. Amount available for set-off from Amount required to be set-off for the
Financial Year
No. preceding financial years (in Rs. Mn.) financial year, if any (in Rs. Mn)
1. 2021-22 8.99 5.00
6. Average net profit of the company as per section 135(5): Rs. 2,817 Million
7. (a) Two percent of average net profit of the company as per section 135(5): Rs. 56.34 Million
(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: N/A
8. (d) Total CSR obligation for the financial year (7a+7b-7c): Rs. 56.34 Million
9. (a) CSR amount spent or unspent for the financial year:
Amount Unspent (in Rs.)

Total Amount Spent
Total Amount transferred to Unspent Amount transferred to any fund specified under
for the Financial Year.
CSR Account as per section 135(6). Schedule VII as per second proviso to section 135(5).
(in Rs.)
Amount. Date of transfer. Name of the Fund Amount. Date of transfer.
Not Applicable
43
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name Item from Local Location Project Amount Amount Amount Mode of Mode of
No. of the the list of area of the duration. allocated spent transferred to Implementation Implementation
Project. activities (Yes/ project. for the in the Unspent CSR - Direct (Yes/ - Through
in No). project current Account for No). Implementing Agency
Schedule (in Rs.). financial the project as
VII to the State. District. Year (in per Section Name CSR
Act. Rs.). 135(6) (in Rs.). Registration
number.
Not applicable
(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 the Item from Local Location of the project. Amount Mode of Mode of implementation
No. Project the list of area spent implementation - Through implementing
activities in (Yes/ for the Direct (Yes/No) agency.
schedule No). State District project Name CSR
VII to the (in Rs. Registration
Act Mn) number
1 Established Centre ii Yes Uttar Noida 5.00 No Amity -
of Innovation and Pradesh Institute of
Excellence at Amity Training and
University - Amity Development
Institute of Training
and Development
2 Scholarship ii No Rajasthan Neemrana 39.15 No NIIT CSR00003493
for education Institute of
development Information
at NIIT Institute Technology
of Information
Technology
3 Established COE ii No Chandigarh Chandigarh 10.70 No Chandigarh -
on AI project in Educational
collaboration Trust
with Chandigarh
Educational Trust
4 Rain Water iv Yes Uttar Greater 1.45 No Eco Roots -
Harvesting project Pradesh Noida Foundation
& Pond Revival
Project by Eco
Roots Foundation
5 Pond Revival Project iv Yes Uttar Greater 1.20 No Environment -
by Environment Law Pradesh Noida Law &
& Development Development
6 Waste Recycle iv Yes Haryana Gurugram 1.06 No I am -
Stations by I am Gurgaon
Gurugaon
7 Shiksha (Career ii Yes Uttar Noida, 5.67 No NIIT -
Development Pradesh, Greater Foundation
Centres) by NIIT Delhi & Noida,
Foundation Haryana Gurugram &
Delhi
8 Employability ii Yes Uttar Noida 0.22 No Noida Deaf -
Course for deaf Pradesh Society
students by Noida
Deaf Society
9 Urban Afforestation iv Yes Uttar Noida 0.88 No Swechha We -
Project by Swechha Pradesh For Change
We For Change Foundation
Foundation
TOTAL 65.33
44
(d) Amount spent in Administrative Overheads - NIL

(e) Amount spent on Impact Assessment, if applicable: Not applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) : Rs.65.33 Mn
(g) Excess amount for set off, if any:
Sl. Amount (in
Particular
No. Rs. Mn)
(i) Two percent of average net profit of the company as per section 135(5) available for FY21 56.34
(ii) Total amount spent for the Financial Year FY21 65.33
(iii) Excess amount spent for the financial year [(ii)-(i)] 8.99
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any 0
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 8.99
10. (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. Preceding Amount Amount Amount transferred to any fund Amount remaining
No. Financial Year. transferred spent in the specified under Schedule VII as to be spent in
to Unspent reporting per section 135(6), if any. succeeding financial
CSR Account Financial Year Name of Amount Date of years. (in Rs.)
under section (in Rs.). the Fund (in Rs). transfer.
135 (6) (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 Name Financial Project Total Amount Cumulative Status
No. ID. of the Year in duration. amount spent on the amount spent of the
Project. which the allocated project in at the end project -
project was for the the reporting of reporting Completed
commenced. project Financial Financial /Ongoing.
(in Rs.). Year (in Rs). Year. (in Rs.)
Not applicable
10. 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
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5):
Not applicable
Kirti Ram Hariharan Sudhir Singh

Chairman, CSR Committee CEO.& Executive Director
Date: May 06, 2021
45
Annexure - B
COFORGE LIMITED (ERSTWHILE NIIT TECHNOLOGIES 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 (erstwhile NIIT Technologies Limited) (hereinafter referred to as the ‘Company’).
1.2 The Policy has been framed specifically in compliance with the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 “Listing Regulation”
1.3 Regulation 43A of Listing Regulations mandates top 500 Listed Company on their market capitalization as calculated
on the 31st day of March of every year, to frame a policy for distribution of dividend.
1.4 This policy aims at laying down a broad framework for considering decisions by the Board of the Company, with
regard to distribution of dividend to shareholders and/or retention or plough back of its profits.
1.5 The Board of Directors may in extra-ordinary circumstances, deviate from the parameters listed in this Policy.
2. POLICY
2.1 The dividend distribution shall be in accordance with the applicable provisions of the Companies Act, 2013, Rules
framed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other legislations
governing dividends and the Articles of Association of the Company, as in force and as amended from time to time.
a. The circumstances under which the shareholders may or may not expect dividend;
The Board shall determine the dividend for a particular period after taking into consideration the financial
performance of the Company, the advice of executive management, and other parameters described in this
policy.
The Company shall comply with the relevant statutory requirements that are applicable to the Company in
declaring dividend or retained earnings unless the Company is restrained to declare the dividend in unexpected
circumstances.
b. The
financial internal /external factors that shall be considered by the Board before making any
recommendations for a dividend include, but are not limited to:
- Current year profits and outlook in line with the development of internal and external environment.
- Operating cash flows and treasury position keeping in view the total debt to equity ratio.
- Possibilities of alternate usage of cash, e.g. capital expenditure etc., with potential to create greater value for
shareholders.
- Providing for unforeseen events and contingencies with financial implications.
- Dividend payout ratio and dividend yield.
- Any
significant changes in macro-economic environment affecting India or the geographies in which the
Company operates, or the business of the Company or its clients;
- Any political, tax and regulatory changes in the geographies in which the Company operates;
- Any
significant change in the business or technological environment resulting in the Company making
significant investments to effect the necessary changes to its business model;
- Any changes in the competitive environment requiring significant investment.
c. Policy as to how the retained earnings shall be utilized.
The consolidated profits earned by the Company can either be retained in the business or used for various
purposes as outlined in applicable laws or it can be distributed to the shareholders.
d. Provisions in regard to various classes of shares.
Currently, the Company has only one class of shares, namely, Equity Shares. The provisions of this Policy shall
apply to all classes of shares in future, if any.
46
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.
*****************
47
Annexure - C
Information as per Rule 5(1) of Chapter XIII, Companies

(Appointment & Remuneration of Managerial Personnel) Rules, 2014.
Remuneration paid to Executive Director

Name Title Remuneration in Remuneration in % increase in Ratio of Median
FY21 (Rs. In Mn) FY20 (Rs. In Mn) Remuneration in Remuneration remuneration of
FY21 over FY20 to Median employees of the
Remuneration Company
of employees of
the Company
Mr. CEO & 145.66 19.15 660.6% 139 1.05
Sudhir Executive
Singh* Director
Notes:
* Mr.Sudhir Singh is CEO and Executive Director since January 29, 2020 hence the remuneration for the FY 2020 is for a period of 2 months only. The
remuneration paid to him as CEO till January 28, 2020 is provided in the KMP section below. His remuneration is excluding annuity fund.
**Mr. Rajendra S Pawar resigned as Chairmam & Executive Director of the Company and Mr. Arvind Thakur resigned as Vice Chairman and
Managing Director w.e.f. May 17, 2019.
Hence, their remuneration paid to both of them is not shown above as the comparative figures are not available for FY21.
Remuneration paid to Non-Executive Directors
Name Title Remuneration in Remuneration in % increase in Ratio of Median

FY21 (Rs. In Mn) FY20 (Rs. In Mn) Remuneration Remuneration to remuneration
in FY21 over Median Remuneration of employees
FY20 of employees of the of the
Company Company
Mr. Basab Non-Executive 14.99 15.41 (2.7%) 14.28 1.05
Pradhan Director
Independent
Director -
Chairperson
Mr. Ashwani Independent 3.08 4.19 (26.5%) 2.93 1.05
Puri Director
Ms. Holly Morris Independent 3.34 3.44 (2.9%) 3.18 1.05
Director
Mr. Hari Non Executive NIL NIL NIL NIL NIL
Goplalakrishnan Director
Mr. Patrick John Non Executive NIL NIL NIL NIL NIL
Cordes Director
Mr. Kenneth Non Executive NIL NIL NIL NIL NIL
Tuck Keun Director
Cheong
Mr. Kirti Ram Non Executive NIL NIL NIL NIL NIL
Hariharan Director
Note*
a. Mr. Vijay Kumar Thadani, Mr. Amit Sharma and Mr. Surendra Singh have resiged from the Company in the FY2019, hence their disclosure is
not made above.
b. Decrease in remuneration to Independent Directors is due to change in the no. of meetings attended during the year.
48
Remuneration paid to Non- Director KMPs (Only CTC )

Name Non Director KMP- Title Remuneration in Remuneration in % increase in
FY21 (Rs. In Mn) FY20 (Rs. In Mn) Remuneration in
FY21 over FY20
Mr. Sudhir Singh CEO only till January 28, 2020 - 0.975 0.00%
(in USD Mn)
Mr. Ajay Kalra Chief Financial Officer 25.0 25.0 0.00%
Mr. Lalit Kumar Sharma Company Secretary & Legal 9.0 9.0 0.00%
Counsel
Mr. Sanjay Mal, resigned Chief Financial Officer 0.0 17.7 NA
wef November 12, 2019
Note:
Mr. Ajay Kalra was appointed as CFO wef November 12, 2019.
The annualised compensation details of Non Director KMP as on March 31, 2021 and as on March 31, 2020 has been considered for the above
disclosure.
The percentage increase in the median remuneration of employees in the financial year FY21 over FY20 :7.82%.
The number of permanent employees on the rolls of company as on March 31, 2021 : 8445
The total increase in the aggregate remuneration of the KMPs was 0% (CTC) in FY21.
In view of the economic conditions impacted by the COVID-19 pandemic, the Company did not go through the annual salary increment cycle in FY21
to conserve resources.
The remuneration paid during the year FY21 was in line with the Remuneration Policy of the company.
49
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. Name of the subsidiary Reporting Exchange Share Reserves & Total assets Total Investments Turnover Profit before Provision Profit after Proposed % of Country
No. currency rate capital surplus Liabilities taxation for taxation taxation Dividend shareholding
1 Coforge Limited (erstwhile NIIT THB 2.34 35,100,000 558,809,339 1,039,180,037 445,270,698 - 1,187,316,077 (11,777,995) 1,096,884 (12,874,879) - 100% Thailand
Technologies Ltd)
2 Coforge Pte Ltd. (erstwhile NIIT SGD 54.4295 904,312,124 358,005,954 1,494,884,010 232,565,932 892,663,085 589,827,563 19,861,706 (3,738,708) 23,600,413 - 100% Singapore
Technologies Pte Limited)
3 Coforge Technologies (Australia) Pty AUD 55.7023 908,003,304 (536,014,209) 498,199,422 126,210,327 - 505,822,281 23,857,852 - 23,857,852 - 100% Australia
Ltd. (erstwhile NIIT Technologies Pty
Ltd )
4 Coforge FZ LLC( erstwhile NIIT AED 19.9227 99,613,500 164,496,474 800,193,472 536,083,498 - 1,570,832,217 50,199,745 - 50,199,745 - 100% Dubai
Technologies FZ LLC)
5 NIIT Technologies Philippines Inc (under PHP 1.5073 1,507,300 9,545,724 11,053,024 - - - (6,727,437) (342,065) - 100% Philippines
liquidation)
6 Coforge Inc. (erstwhile NIIT USD 73.1661 207,645,392 1,775,082,752 4,345,481,011 2,362,752,867 146 20,029,732,038 473,311,501 124,675,034 348,636,467 - 100% USA
Technologies Inc)
7 Coforge U.K. Ltd. (erstwhile NIIT GBP 100.9569 330,777,913 2,241,348,478 4,500,424,180 1,928,297,789 1,709,977,782 5,942,993,946 235,070,701 (49,898,025) 284,968,726 - 100% UK
Technologies Limited)
8 Coforge BV (erstwhile NIIT Technologies EUR 85.9221 1,559,590 71,974,881 302,060,861 228,526,408 - 267,270,917 26,561,185 5,020,686 21,540,499 - 100% Netherland
BV)
ANNUAL REPORT 2020-21
9 Coforge GmbH(erstwhile NIIT EUR 85.9221 46,217,498 130,881,956 232,911,273 55,811,817 - 530,640,327 42,694,863 13,364,118 29,330,713 - 100% Germany
Technologies GmbH)
10 Coforge Advantage Go (erstwhile NIIT GBP 100.9569 1,267,716 1,375,685,261 - 1,169,335,111 3,172,818,106 1,109,855,748 217,883,364 891,972,384 - 100% UK
Insurance Technologies Limited)
11 Coforge Airline Technologies GmbH EUR 85.9221 85,922,100 162,794,990 292,909,086 44,192,074 - 98,325,056 23,060,473 8,611,606 14,448,867 - 100% Germany
(erstwhile NIIT Airline Technologies
GmbH)
12 Coforge S.A. (erstwhile NIIT EUR 85.9221 17,089,906 184,835,192 436,002,932 234,077,835 - 782,797,159 (5,857,052) (1,367,622) (4,489,430) - 100% Spain
Technologies S.A.)
13 Coforge Services Ltd INR 1 50,000,000 (18,385,065) 31,761,407 146,472 - - 1,279,968 322,142 957,826 - 100% India
(erstwhile NIIT Technologies Services
50
Limited)
14 Coforge SmartServe Ltd. (erstwhile NIIT INR 1 500,000,000 389,000,000 1,162,000,000 273,000,000 536,000,000 579,000,000 167,000,000 43,000,000 124,000,000 - 100% India
SmartServe Limited)
15 Coforge DPA Private Ltd. (erstwhile NIIT INR 1 8,100,000 2,627,500,000 3,104,700,000 469,100,000 1,263,900,000 2,341,100,000 1,346,800,000 287,400,000 1,059,400,000 - 100% India
Incessant Private Limited)
16 Coforge DPA Australia Pty Ltd. AUD 55.7023 5,570 243,486,618 746,738,907 503,246,718 - 1,726,270,425 64,846,445 16,631,203 48,215,242 - 100% Australia
(erstwhile Incessant Technologies
(Australia) Pty Ltd.)
17 Coforge DPA UK Ltd. (erstwhile GBP 100.9569 100,957 637,864,977 1,305,155,357 667,189,423 - 2,549,923,142 427,525,011 81,318,562 346,206,449 - 100% UK
Incessant Technologies. (UK) Limited)
18 Coforge DPA NA Inc. USA (ersthwhile USD 73.1661 - 82,574,602 1,032,767,919 950,193,288 699,467,916 846,324,600 33,366,774 9,379,382 23,987,392 - 100% US
Incessant Technologies NA Inc. )
19 Coforge BPM Inc. (erstwhile RuleTek USD 73.1661 7,317 1,172,496,703 1,362,014,242 189,510,223 - 1,906,345,223 337,165,998 84,777,999 252,387,998 - 100% US
LLC)
20 Coforge SPÓŁKA Z OGRANICZONA PLC 18.5436 92,718 (4,130,012) 35,308,053 39,345,347 - 104,472,385 (771,024) 2,435,869 (3,206,893) - 100% Poland
ODPOWIEDZIALNOSCIA (erstwhile
NIIT Technologies Spółka Z
Ograniczona Odpowiedzialnoscia)
21 Wishworks IT Consulting Private INR 1 2,500,000 486,800,000 690,100,000 200,800,000 12,100,000 672,600,000 259,600,000 69,300,000 190,300,000 - 81.4% India
Limited, India
22 Wishworks Limited, UK GBP 100.9569 10,096 642,736,854 1,820,968,893 1,178,221,944 - 2,310,799,928 326,894,000 62,149,511 264,744,529 - 81.4% UK
23 Coforge DPA Ireland Limited (erstwhile EUR 85.9221 - (351,765) - - - - - - - - 100% Ireland
Incessant Technologies (Ireland) Ltd.,
(Ireland)
24 Coforge S.R.L., Romania (Erstwhile RON 17.4654 3,493 (90,541) - 87,048 - - (90,541) - (90,541) - 100% Romania
NIIT TECHNOLOGIES S.R.L.)
25 Coforge A.B. Sweden SEK 8.3909 - - 209,773 - - - - - - - 100% Sweden
(Erstwhile NIIT Technologies A.B.)
27 Coforge SDN. BHD. Malaysia (Erstwhile MYR 17.66158636 18 1,747,951 16,067,471 14,319,502 - - 1,747,951 - 1,747,951 - 100% Malaysia
NIIT Technologies SDN. BHD)
Amount in INR
Annexure - D
Engage With The Emerging
Annexure - E
Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8
(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013
1. Details of contracts or arrangements or transactions not at arm’s length basis NOT APPLICABLE
Point no 1 of Form No . AOC -2 is not Applicable
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions
(f) date(s) of approval by the Board
(g) Amount paid as advances, if any:
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188
2. Details of material contracts or arrangement or transactions at arm’s length basis NOT APPLICABLE
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
d) Salient terms of the contracts or arrangements or transactions including the value, if any:
(e) Date(s) of approval by the Board, if any:
(f) Amount paid as advances, if any:
NOTE: The above disclosure on material trasanctions is based on the principle that transactions with the
Wholly owned subsidiaries are exempt from Section 188(1) of the Companies Act, 2013.
51
Annexure - F
SECRETARIAL AUDIT REPORT
For the financial year ended on 31st March, 2021
[Pursuant to section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
For the financial year ended on 31st March, 2021
To,
The Members,
Coforge Limited
(Earlier known as NIIT Technologies Limited),
8, Balaji Estate, Third Floor,
Guru Ravi Das Marg, Kalkaji,
New Delhi-110019
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to
good corporate practices by “Coforge Limited” [Earlier known as NIIT Technologies Limited] (hereinafter called
the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the
corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification, to the extent possible due to lockdown announced by Government of India on account of
COVID-19 pandemic, of Coforge Limited’s books, papers, minute books, forms and returns filed and other records
maintained by the Companyand 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 31stMarch, 2021 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, 2021, 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 andTakeovers) 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;
e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client.
vi) Foreign Trade Policy of the Government of India (the law, which is applicable specifically to the Company, being
100% EOU under Software Technology Park Scheme) to the extent of the following:
a. Obtaining Letter of Approval (LOA) for setting up 100% EOU under Software Technology Park (STP);
b. Obtaining License for setting up Private Custom Bonded Warehouse;
c. Submission of Monthly Progress Report;
d. Submission of Annual Progress Report.
52
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.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards etc. mentioned above.In terms of Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, a company shall inform, at the latest available address, the shareholder concerned
regarding transfer of shares three months before the due date of transfer of shares and also simultaneously publish a
notice in the leading newspaper in English and regional language having wide circulation informing the concerned that
the names of such shareholders and their folio number or DP ID - Client ID are available on their website duly mentioning
the website address. During the year under review, the Company has transferred shares to IEPF Authority in compliance
of the provisions of the aforesaid Rules, however, the Company was unable to dispatch notice to individual shareholders
due to disruption in postal services on account of lockdown announced by the Government of India pandemic and the
same was dispatched upon resumption of postal services. Further, Securities and Exchange Board of India (SEBI) had
conducted an investigation against certain entities for alleged insider trading in securities of Company by such entities.
SEBI has issued show cause notice (SCN) for alleged lapses in procedural intimation to the Stock Exchanges. The
Company has not pursued the matter and settled the same with SEBI without admitting or denial of charges in the SCN
during the financial year under review.
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 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.
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) Completed buy back of 19,56,290 fully paid up equity shares of the Company through tender offer and necessary
compliances of the Act was made;
(iii) Obtained the approval of members, Registrar of Companies, NCT of Delhi and Haryana and Stock Exchanges
to change its name from NIIT Technologies Limited to Coforge Limited;
(iv) Declared and paid dividend in accordance with the provisions of the Act and necessary compliances of the Act
was made;
FOR RANJEET PANDEY & ASSOCIATES
COMPANY SECRETARIES
CS RANJEET PANDEY
Place: NEW DELHI FCS- 5922, CP No.- 6087
Date: 06/05/2021 UDINF005922C000253015
53
Annexure - I
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.
To,
The Members,
Coforge Limited
(Earlier known as NIIT Technologies Limited),
New Delhi-110019
Our report of even date is to be read along with this letter:
1. Management of Secretarial record is the responsibility of the management of the Company. Our responsibility
is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about
the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure
that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed
provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the
Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and
regulations and happening of the events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy
or effectiveness with which the management has conducted the affairs of the Company.
7. We have tried to verify the physical records, to the extent possible, for the period under review in order to verify
the compliances, however, reliance was also placed on electronic records for verification due to lockdown
announced by Government of India on account of COVID-19 pandemic.
FOR RANJEET PANDEY & ASSOCIATES

COMPANY SECRETARIES
Place: NEW DELHI CS RANJEET PANDEY

Date: 06/05/2021 FCS- 5922, CP No.- 6087
UDINF005922C000253015
54
to further drive competitive advantage. Cognitive and

automation led process efficiency drives cost out for
Clients, reduces errors and increases straight through
Management’s processing.
Discussion and The digital and the product engineering portfolio of the
Analysis firm constituted 52.1% of the aggregate revenue. The
firm draws an additional 20% revenue from the Cloud and
Infrastructure service line.
Driving growth through a clear strategy: Transform at

the intersect
Management’s Discussion and Analysis: FY 2021
At the core of Coforge’s strategy to drive consistent and
(of consolidated performance, unless otherwise stated) profitable growth is its intent to “transform at the intersect”,
The financial year FY2020-21 (FY21) has been an which entails actively engaging with emerging technologies
unusually difficult year for all businesses, but for Coforge, in order to drive transformation for customers in specific
which has historically had one of the highest exposures industry verticals where the firm already has deep domain
within its peer set to the Travel, Transportation and expertise.
Hospitality industry, the challenges were severely Over the years since inception, Coforge has created for
amplified. The Travel vertical, which had contributed itself a highly differentiated position in the marketplace
28% of the total revenue to the organization in FY20, within its industry verticals of focus that include Insurance,
declined to 19% of total revenue in the year under review Banking & Financial Services (BFS), and Travel &
FY21. Coforge recorded a 11.4% growth in revenues
Transport. During recent years, the company has also
and improved EBITDA margin (excluding stock-based
made additional significant investments in strengthening
compensation and acquisition related costs) from 17.8%
its delivery engine and rapidly building up new tech
to 18.0% despite the impact of COVID 19 that significantly
capabilities that are emerging and are increasingly
affected the Travel vertical.
relevant in view of the demand environment. Coforge is
This was made possible by broad based growth in all other today recognized for its expertise across a wide range of
businesses, and growth excluding the Travel vertical, has technologies that include the full-spectrum of Automation,
been 24.6% for the year. Coforge overcame unprecedented Cloud, Data, Cognitive, and Digital as well as Enterprise
headwinds due to COVID-19 to deliver industry-leading integration. This is in addition to already robust service lines
growth and this was driven by sharp execution of the firm’s and such as Digital Services, Application Development &
growth strategy.
Maintenance, and Infrastructure Management Services
Our ability to converge capabilities across platforms (IMS). With the acquisition of a controlling stake in SLK
engineering, data & integration, and automation creates Global, a business process transformation enterprise
quantifiable business value for our Clients. Coforge offering BPM and digital solutions for the financial services
leverages deep industry knowledge to reimagine and industry, Coforge has not only strengthened its position in
automate business processes, modernize, and integrate the North America Financial Services industry but has also
cloud native applications, drive operational insights and scaled up its existing BPM operations business to create a
intelligence from data to help Clients grow and compete formidable combination of sizeable Automation and BPM/
effectively in the new world. BPO service lines.
Our core platforms play with surround strategies provide
the best of options for extending and integrating the core Investing in capabilities to drive differentiation and
growth
with new business models. Our core modernization,
extension and innovation frameworks enable our Clients From a capability and service line perspective, Coforge
to differentiate and deliver services to their customers. today is a composite of sizeable service lines in the areas of
While every Client collects data across their touch points, Product Engineering, Cloud & Engineering Convergence,
we drive inferences and actionable insights influencing and Intelligent Automation. These are in addition to service
Experiences, Personalization, next-best action, etc. lines such as Enterprise Integration and other services.
55
The company sees strong demand for these capabilities, insurance companies and therefore need the high volume
which in turn are expected to underpin its growth story capability.
going forward. Among the other IP-led offerings of Coforge is COSYS that
A key component of Coforge’s product engineering is focused on airports. The company has made technical
offering is its AdvantageGo business, which has and functional enhancements to that platform, setting
transformed itself from a Legacy System provider to High the foundation for COSYS+ , and is now also working on
Value Strategic System Provider. Through both a change building a SaaS platform for COSYS+.
of customer strategy and product strategy, this business In the Cloud and Engineering Convergence space,
has been able to strengthen customer trust and protect its Coforge has been making sustained and substantial
legacy product revenue whilst investing in the future and efforts to further augment and enhance its capabilities. The
capturing the market for pre-bind Underwriting software. company has strengthened its “Infrastructure as a code”
These two core shifts in strategy, combined with delivering practice and developed more than 50 use-cases for single
as promised and repositioning the business in the market click migrations or environment rollout in the Cloud, helping
as a core insurance software player, have driven growth. customers with multi-fold improvement in time-to-market
Investments made over the past three years in particular, while reducing costs. The company is also leveraging its
with the products and their roadmaps fully aligned to capabilities across its Cloud, Digital and Verticals business
provide higher value to the customer through valuable core lines to introduce full stack industrialized cloud solutions
product version upgrades, have enabled the firm ensure and develop industry-specific transformation use cases.
that it is able to compete and win consistently. A Cloud
Coforge has a long-standing and strong strategic
and Micro services architecture strategy combined with an
partnership with Microsoft and in an effort to offer
intelligent data-driven approach means Advantage Go has
best-of-breed solutions to customers and to further
positioned itself as a technology innovator in the market.
expand its partnership with Microsoft, it is investing in
With the development of a marketing technology stack Azure capabilities across Cloud, Data, and Application
that can identify ‘intent’, Advantage Go is now a focused, Engineering. To accomplish this, the company has aligned
sales-led organization with industrialised lead generation its partnership model with the requirements of each
and pipeline management. Focus is important to ensure geography and vertical. Coforge has also been investing
that the company markets and sells products within in its greatest asset, its people, to provide them with the
market segments where it can demonstrate maximum highest level of Microsoft training and certification. At the
value, differentiation and can counter competition. This same time, recognizing that a Multi-Cloud Infrastructure
market and competitor focus, together with ongoing might offer the best return on investment for many
product innovation and industrialised lead generation and customers, Coforge has also been investing in accordingly
opportunity management, presents Advantage Go with the re-skilling its employees and today about half of the
ability to secure future customers and successfully grow company’s Cloud and IMS resources are already Multi-
revenues. cloud certified.
Coforge continues to make product enhancements to Coforge has also created an AIOps platform for the
the Advantage Go product suite and make progress on Cloud space, which combines AI and Automation, with
its Cloud-focused strategic journey to accelerate time programmable infrastructure that provides customers a
to revenue by standardizing and automating product built-in capability for multi-cloud management. Similarly,
deployment. Recently, the Exact Max solution (an the company has a FinOPS services offering that helps
enhanced version of Exact, Advantage Go’s powerful its customers manage their cloud environment through a
reinsurance exposure management solution) was tested single window while optimizing their cloud usage, resulting
for its capability to process a load of two billion location in improved productivity and value. The company’s
data points, which demonstrates its capability to assess technology innovations include a game changing
locations for predicting potential loss or exposure (eg., cloud hyperscaler innovation for Insurance, in which it
hurricane path or flood damage to an area may involve is leveraging its AIOps platform driven capabilities to
many insured locations). While “Exact” can process deliver rapid business outcomes to its Insurance clients,
millions, “Exact Max” can process billions in terms of data along with expediting their journey to Cloud. This helps
volume and is targeted at reinsurers who insure multiple
56
insurers reimagine how they buy, consume and innovate 20% of the overall revenue mix grew 18.1% in FY21 over
in today’s multi-cloud world whilst accentuating security FY20. Product engineering contributes 15.7% and grew
and reliability, and as a result further enhances Coforge’s 12.7%. Automation contributes 15.1% and grew 10.5%.
market positioning. Cloud and Infra contributes 20.7% and grew 25.9%, ADM
Coforge’s Automation offerings include Workflow/Process and testing contributes 20.7% which decline 12% primarily
Management, AI and Predictive Analytics, and Robotic on account of suspension of development projects within
Process Automation (RPA). The company has multiple travel. BPM contributes 2%.
partnerships and significant strengths at scale across The significant growth in revenue was accompanied by an
technologies and platforms that include Pega, Appian, and uptick in operating profits as well during the year.
Outsystems. EBITDA (before ESOP and acquisition related costs)
These capabilities have already proven to be a key growth increased by 16.3% during the year and stands at Rs.
vector for Coforge and are expected to continue to drive 8,391 million, translating into an EBITDA margin of 18.0%
future growth. for the year.
The net profits for the year stood at Rs. 4,556 million,
Financial Performance
implying a net margin of 9.8%. The effective tax rate for the
Consolidated revenue for the full year FY21 grew 11.4%
year stood at 21.8% of the PBT.
over last year to INR 46,628 million. In constant currency
(CC) terms, growth for the year was 6.0%, which is in line Verticals: contribution to FY 2021 FY 2020
with what we had indicated earlier. consolidated revenues (in %)
It is important to note that growth, excluding the Travel Insurance 32% 30%
vertical, has been 18.4% in cc terms for the year. The Travel & Transportation 19% 28%
Insurance business grew 12.8% in cc terms in FY’21 Banking and Finance al Services 17% 16%
over FY’20. It now contributes to 32.5% of total revenue. Manufacturing, Media and Others 31% 26%
The BFS business grew 14.6% in cc terms in FY’21
over FY’20. It now contributes to 17.4% of total revenue. Geographies: contribution to FY 2021 FY 2020
consolidated revenues (in %)
Travel & Transport was down 26.9% in cc terms in FY’21
over FY’20. It now contributes to 19.3% of total revenue. Americas 48% 48%
Other businesses, including Healthcare, Hi-tech and EMEA* 37% 37%
Retail collectively grew 28.2% year-on-year and they now Rest of World 15% 15%
represent 30.8% of overall revenues. * Comprises of United Kingdom, Europe and Middle East.
The financial year FY2020-21 has been an unusually
Cash flows
difficult year for all businesses. But for Coforge, which has
historically had one of the highest exposures within its peer Coforge Limited generates strong cash flows from its
set to the Travel, Transportation and Hospitality industry, operations and this trend continued during most of FY2021
the challenges were severely amplified. This is reflected as well,. Resultantly, DSO decreased to 70 days as on 31
in the change in the share of its revenues from the Travel March 2020, compared to 74 days a year ago. DSO in
industry, which contributed 19% to total revenues in FY21 dollar terms as on 31 March 2021 was 71 days.
compared to 28% in FY20.
Robust balance sheet
The geo-based growth cuts also showed sustained growth.
Coforge Limited enjoys a solid balance sheet, enabled by
Americas, which contributes to 48% of global revenues,
sustained healthy cash flows. Cash and cash equivalents
grew by 6.1% in cc terms. EMEA revenues grew by 3.3%
decreased from Rs 9,365 million a year ago to Rs. 8,391
YoY in cc terms and now represents 37% of the revenue
million as on 31 March 2021. This decrease is attributed
mix. RoW grew 4.2% in cc terms during the year and
to payouts on account of acquisition of additional stake
contributed 15% to total revenue.
in subsidiaries (Ruletek and Whishworks) amounting to
The digital and the product engineering portfolio of the Rs 1,427 million and buy back of shares amounting to
firm contributes 52.1% of its overall revenue. Further Rs 4,166 million . The Company’s total liabilities as on 31
breakdown is as follows. Data and integration contributes March 2021 were Rs 10,473 million that included Future
57
Acquisition Liability of Rs 708 million and lease liabilities of specialization across the industry verticals of Insurance,
Rs. 812 million. The Company’s net worth as on 31 March Banking & Financial Services, Travel and now increasingly
2021 stood at Rs.24,661 million, which is 2.9% higher Healthcare. This combination of domain and emerging tech
than Rs 23,965 million a year ago. Return on Net Worth expertise has enabled Coforge deliver exceptional service
(RONW) for FY2021 stood at 19% compared to 20% in the to customers and report progressive performance on
preceding fiscal. both revenue and profit fronts consistently. The company
remains hyper focused on execution and committed to
People
setting the pace on growth for the industry. Its operating
We registered our highest people addition during Q4, and financial performance during the pandemic-hit year
with a net increase of nearly a thousand people in our under review in particular, despite its historical exposure to
headcount. This represents an 8.8% increase in billable the Travel industry, is a demonstration of both operational
headcount QoQ. Total headcount at the end of the quarter resilience and execution commitment.
was 12,391. In Q1, FY 22 as well, we expect to increase
The growth outlook for Coforge remains strong, with
net headcount by another 1000 employees. This employee
improved revenue visibility on the back of robust order-
addition is in line with both the order bookings and deal
booking during the financial year under review. This is
momentum we have been witnessing as well as the
also reflected in how the company has been scaling up
demand environment that we are seeing.
its delivery resources while also retaining its proven
Utilization during the quarter increased to 81.0%. Attrition employees who have enabled robust and consistent
remained stable at 10.5% and continues to be one of the growth. Given its robust order booking and deal pipeline,
lowest across the industry. We believe this is important Coforge appears to be firmly on track to deliver a very
because given the demand outlook, it is important to strong organic growth going forward. With additional
sustain aggressive hiring and also retain skilled talent. contribution expected from SLK Global, a highly profitable
business that will be EBITDA margin accretive to Coforge’s
Outlook
consolidated financials from day one, consolidated
Coforge has been able to successfully transform reported growth in FY22 could be among the highest in
itself over the last 3-to-4 years as a firm with strong the industry.
capabilities across Product Engineering, Cloud, Intelligent
Automation, and Enterprise Integration as well as deep
58
value for its customers, employees, shareholders,

vendors, business partners and all other stakeholders.
This is achieved through several policies and mechanisms
Business including the Company’s Environment Policy and CSR
Responsibility Policy as well as multiple social and environment related
initiatives (many of which are discussed in this report and
Report in rest of this annual report).
From an Economic perspective, during FY21 the Company
reported revenues of Rs. 46,628 mn, representing a growth
of 11.4% over the previous year. Profits after taxes for the
year stood at Rs. 4,556 mn. In addition to creating value
As per Regulation 34 of the SEBI (Listing Obligations by way of growth in revenues, the Company also made
and Disclosure Requirements) Regulation, 2015 as substantial financial payouts by way of wages and salaries,
amended
taxes to the exchequer, and dividends to shareholders as
Coforge Limited remains committed to growing its well as contributions to multiple social causes during the
business in a profitable and responsible manner, creating period under review.
Section A: General Information about the Company
Corporate Identity Number (CIN) of the Company L72100DL1992PLC048753
Name of the Company Coforge Limited (Erstwhile NIIT Technologies Limited)
Registered address 8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji,
New Delhi -110019
Website www.coforgetech.com
E-mail id investors@coforgetech.com
Financial Year reported April 1, 2020 to March 31, 2021
Sector(s) that the Company is engaged in (industrial activity Group : 6200
code-wise)
As per the National Industrial Classification codes of 2008 Class : 6201
Sub-class : 62011, 62013
List key products/services that the Company manufactures/ Computer Programming Consultancy and Related Activities
provides (as in balance sheet)
We are present in more than 34 locations globally spanning
Total number of locations (National & International) where
across Americas, Europe, Asia Pacific, Middle East, and
business activity is undertaken by the Company
India
Section B: Financial details of the Company
Amt. in INR
1. Paid up Capital (as on March 31, 2021) 60,59,23,490
2. Total Turnover (for financial year ended March 31, 2021) 46,628 Mn (consolidated)
3. Total profit after taxes (for financial year ended March 31, 4,556 Mn (consolidated)
2021
4. Total Spending on Corporate Social Responsibility (CSR) INR 65.33 Mn which is 2.31% of the average net profits
as percentage of profit after tax for the previous three years in respect of the Standalone
financials of the Company
5. List of activities in which expenditure in 4 above has been The Company’s initiatives have been around education,
incurred employability and infrastructure
Section C: Other Details 2. Do the subsidiary company/companies participate

1. Does the Company have any subsidiary company/ in the BR initiatives of the parent Company?
companies? If yes, then indicate the number of such subsidiary
company(s).
Yes. Please refer to the information on subsidiaries
provided in the Annual Report for more information The Company’s policies are applicable across
and details. its subsidiaries, unless otherwise specified.
59
The various subsidiaries and/or local business BR initiatives, they may have their own policies and
units contribute to the Company’s consolidated programs with regard to business responsibility.
performance across all parameters – Economic,
Section D: Business Responsibility Information
Social, and Environmental.
3. Do any other entity/entities that the Company does Details of Director & BR Head responsible for
business with participate in the BR initiatives of implementation of BR Policies:
the Company? If yes, then indicate the percentage DIN No. : 07080613
of such entity/entities? Name : Mr. Sudhir Singh
The Company has multiple business partners, Designation : Chief Executive Officer & Executive
vendors, suppliers, and business associates. While Director
these may not directly participate in the Company’s Email ID : complianceofficer@coforgetech.com
Principle-wise (as per NVGs) BR Policy / Policies:

Principles as per the SEBI Business Responsibility Report Framework
1. Principle 1 (P1) - Businesses should conduct and govern themselves with Ethics, Transparency and
Accountability
2. Principle 2 (P2) - Businesses should provide goods and services that are safe and contribute to sustainability
throughout the life cycle
3. Principle 3 (P3) - Businesses should promote the wellbeing of all employees
4. Principle 4 (P4) - Businesses should respect the interests of and be responsive towards all stakeholders,
especially those who are disadvantaged, vulnerable and marginalized
5. Principle 5 (P5) - Businesses should respect and promote human rights
6. Principle 6 (P6) - Business should respect, protect, and make efforts to restore the environment
7. Principle 7 (P7) - Businesses, when engaged in influencing public and regulatory policy, should do so in a
responsible manner
8. Principle 8 (P8) - Businesses should support inclusive growth and equitable development
9. Principle 9 (P9) - Businesses should engage with and provide value to their customers and consumers in
a responsible manner
S.No. Questions* P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have policies for each of the principles? Y Y Y Y Y Y Y Y Y
2. Has the Policy been formulated in consultation with the Y Y Y Y Y Y Y Y Y
stakeholders
3. Does the policy conform to any national /international standards Y Y Y Y Y Y Y Y Y
4. Has the policy been approved by the Board? If yes, has it been Y Y Y Y Y Y Y Y Y
signed by MD/ owner/CEO/ appropriate Board Director?**
5. Does the company have a specified committee of the Board/ Y Y Y Y Y Y Y Y Y
Director/Official to oversee the implementation of the policy?**
6. Indicate link for the policy to be viewed online Available on the Company’s website coforgetech.
com via the links provided in the Principle-wise
index (see below), and/or on the Company’s intranet.
7. Has the policy been formally communicated to all relevant Y Y Y Y Y Y Y Y Y
internal and external stakeholders?
8. Does the company have in-house structure to implement the Y Y Y Y Y Y Y Y Y
policy/policies
9. Does the company have a grievance redressal mechanism Y Y Y Y Y Y Y Y Y
related to Yes, the Company maintains an "open door" the policy/
policies to address stakeholders' grievances related to the policy
with regard to the questions from customers, policy/ policies?
60
10. Has the company carried out independent audit/ evaluation of the Y Y Y Y Y Y Y Y Y
working of this policy by an internal or external agency?
2. b. If answer to S. No. 1 against any principle is ‘No’, provide explanation: Not Applicable
S.No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The Company has not understood the Principles
2. The Company is not a stage where it finds itself in
a position to formulate and implement the policies
on specified principles
3. The Company doesn’t have financial or manpower Not applicable
resources available for the task
4. It is planned to be done in next 6 months
5. It is planned to be done in next 1 year
6. Any other reason, please specify
* The relevant policies have been framed as per applicable law and as per industry best practices, and a principle-wise
index appears below:
P1 Code of conduct; Code of business ethics; Whistleblower policy; Values and beliefs statement
P2 Code of conduct; Purchase policy and Code of business ethics; Environment policy; Information security policy
P3 Policy against sexual harassment at workplace; Whistleblower policy; HR policies
P4 Values and beliefs statement; CSR policy
P5 Values and beliefs statement; Code of conduct; Policy against sexual harassment at workplace
P6 Environment policy; CSR policy
P7 Code of conduct; Anti-corruption & bribery policy
P8 CSR policy
P9 Code of conduct; Values and beliefs statement; Privacy policy; Information Security policy
** The following have already been approved by the Section E: Principle-wise Performance
Company’s board: Code of conduct, CSR policy,
PRINCIPLE 1: ETHICS, TRANSPARENCY AND
Whistleblower policy, and Policy against sexual harassment
ACCOUNTABILITY
at workplace. Board committees and/or designated
function/business leaders oversee policy implementation. 1. Does the policy relating to ethics, bribery and
corruption cover only the Company?
Governance related to BR:
a. Indicate the frequency with which the Board of The Company’s Code of Conduct aims to uphold
Directors, Committee of the Board or CEO assess the the standards of its business ethics and practices,
BR performance of the Company. Within 3 months, which are required to be observed in all business
3-6 months, Annually, More than 1 year transactions. These are applicable to all its employees
as well as Directors. This Code of Conduct and
The Company’s BR performance is reviewed and
assessed on an annual basis. Business ethics is available on the Company’s
website www.coforgetech.com and covers all aspects
b. Does the Company publish a BR or a Sustainability
of its operations.
Report? What is the hyperlink for viewing this report?
How frequently it is published? 2. How many stakeholder complaints have been
received in the past financial year and what
The Company’s Business Responsibility Report,
percentage was satisfactorily resolved by the
published annually, is part of its Annual Report for the
management?
financial year FY2020-21.
The Company has mechanisms in place to receive
61
and address complaints from its stakeholders on for their commute, which in turn leads to lower carbon
various issues, including the policies governing footprint.
this particular principle related to ethics, bribery, or 3. Has the Company undertaken any steps to
corruption. There were no such complaints received procure goods and services from local and small
during the Financial Year 2021. producers, including communities surrounding
their place of work? If yes, what steps have been
PRINCIPLE 2: SAFE AND SUSTAINABLE GOODS AND taken to improve their capacity and capability of
SERVICES local and small vendors.
1. List up to 3 of the Company’s products or Coforge Limited engages with multiple suppliers and
services whose design has incorporated social or vendors, at both local and global level. In line with its
environmental concerns, risks and/or opportunities. policy and code, the Company’s purchases are done
•• Leveraging renewable energy: The Company has in a non-discriminatory manner. We have Inducted a
already added 155 Kw of solar power into our new start up food vendor having a tuck shop with the
power grid within NCR. Our focus has always been name of ‘Crunchy Bites’ which is entirely managed by
on increasing our share of renewable energy. women workforce providing crispy & healthy snacks
We, therefore now focusing on having electricity from at very reasonable price. This tuck shop is their first
Solar system integrated with government power sup- business set-up prior to this they use to cook and sell
ply system in a bulk process of 2 Mw to 4 Mw of power products from home only. Coforge has provided them
through authorized government generation and distri- the space and all the essentials to run their business
bution system within Greater Noida campus facility.
•• Introducing PNG for our kitchen at GN Campus: LPG 4. Does the Company have a mechanism to recycle
is supplied in liquid form in cylinders whereas PNG is products and waste? If yes, what is the percentage
supplied through a pipeline with no chance of blast of recycling of products and waste?
because of low pressure. PNG is safe, economical
The Company attempts to manage and dispose off
and convenient to operate 24x7 throughout the year.
waste in a responsible manner. Towards that end, it
•• Waste Management: Company focus is on the waste tries to recover, reuse, or recycle consumables such as
management and recycling. To achieve this company copiers, computers and paper. Computers, monitors,
has identified what all waste can be diverted from computer accessories, printers, projectors, and other
the landfill and can be sent for recycling. Company is such hardware that are under-utilized or have reached
sending all its paper and cardboard waste for recycling the end of useful life are managed by the Company’s
and thus receiving recycled diaries and notepads in e-waste recycling program that also includes handover
return Company has replaced all its single used plastic to original supplier or to certified disposal vendors.
material like pet bottles, forks, spoons plates, carry Wherever feasible, the use of paper is actively
bag etc. with the better environment friendly products. discouraged across the organization and internal
Company also participated in waste competition where processes have been aligned to process transactions
we carried out many activities like jute bag distribution, through electronic submissions of vouchers, receipts,
awareness session through Nukkad Natak in nearby and other documents. The Company recycles waste
water through treatment plants., which get re-used for
schools and villages, displaying environment friendly
non-drinking purposes. At its Greater Noida campus,
items for kiosk.
organic waste generated from the cafeteria and other
2. Does the Company have procedures in place for sources get converted into compost for use in the
sustainable sourcing (including transportation)? facility’s grounds/green areas and gardens.
If yes, what percentage of your inputs was sourced
PRINCIPLE 3: WELL BEING OF EMPLOYEES
sustainably?
Among the many ways that the Company seeks to Coforge Limited prides itself on being an innovative,
reduce its environmental footprint are sustainable knowledge intensive and a technologically competent
sourcing, substitution of business travel with online organization. The Company offers world class
conferencing options where possible, minimization of infrastructure, an excellent work culture, competitive
printing by installing ID cards enabled printers, and salaries constantly benchmarked to the market, high
usage of consumables. With regard to transportation, quality training, and avenues for career development in
the Company also provides bus and cab facilities (all order to remain an employer of choice. Our culture reflects
of which are CNG-based) for its employees, thereby empowerment, engagement, continuous improvement and
encouraging them to limit the use of personal vehicles
innovation as keys to success.
62
At the end of FY20-21, the Company had a total of 12391 Coforge Limited recognizes the need to maintain
employees. social connections within the organization and
facilitate smooth communication between its
Manpower As on March 31, 2021
employees. Teamwork and collaboration is given as
Total number of employees 12391
equal an importance as technical capabilities. Social
Permanent employees 11094
platforms like Yammer and social events like team
Temporary/contractual/casual 1297 building offsites, Annual Day, etc. foster cohesion and
Permanent women employees 2777 oneness.
basis- employees
Crèche facilitates women employees to continue their
Employees with disabilities Not tracked
professional life after child birth and maintain better
The Company seeks to maintain a fulfilling work work/life balance. Apart from crèche accessibility at
environment focused on the well-being of its employees. each of our locations in India, Gr. Noida Campus has
•• Professional well-being – Coforge Limited is fully a state-of-the-art crèche facility known as “Cradle”.
dedicated to help its employees grow professionally Cradle offers a holistic development environment to
and help them to achieve their best. Being one of the the kids by providing them early childhood education,
pioneers in this intellectually intensive industry, the nutritious food, and involving them in interactive age-
company focuses on creating continuous learning appropriate activities and games for their mental and
and development opportunities for its employees, social development.
leaving them with enough legroom to steer and drive
Company policies, such as its anti- harassment policy,
their career growth. We initiated ‘iStrive’, a career
aim to create and sustain a fair and equitable work
counselling and coaching program, in 2019 to provide
environment. Sensitization sessions are frequently
assistance to employees in career development and
conducted towards Prevention of Sexual Harassment
performance improvement. An FY21 initiative, iShare,
(POSH). The Company has educated 7723 of its
arranges multiple technology events like Hackathon,
TechCon, Tech talks to fuel the creative minds and help employees in India on the subject through pan-
the employees showcase their talent. The company India virtual training sessions. A diverse set of case
provides an e-learning platform called Percipio for studies have been considered to enable a thorough
employees to upskill themselves on an array of understanding of the intricacies of the law and the
technological and behavioral programs in self-paced organization’s approach to deal with any instance
manner. To encourage flow of ideas as & when, Ignite of harassment. Complaints raised by employees on
– the ideation platform – enables employees to liberally these issues during FY21 are detailed as under:
share their ideas that have value for the customers
No. of No. of
and organization. Our Reward & Recognition program
S. complaints complaints
– Inspire – recognizes the employee contributions and Category
No. filed during pending as on
rewards them for their exceptional performance. the year the end of the FY
Constant feedback mechanisms like Employee 1. Child labour, forced - -
Engagement Survey, ASSIST (query & assistance labour, involuntary labour
platform), NAIRA (Chatbot), HR Connects, etc. 2. Sexual harassment 2 -
provide an opportunity to every employee to step
3. Other issues - -
forward and get queries and grievances resolved.
•• Emotional well-being – Coforge Limited provides
•• Social well-being – The first significant step in ensur-
access to an effective Employee Assistance Program
ing strong organizational alignment is to ensure that
(EAP) to help employees deal with diverse concerns
while the induction process addresses all aspects of
that they may be experiencing either at work or in their
work at Coforge Limited, it also proves very positive for
personal lives. A team of highly professional counsellors
new hires by alleviating their concerns and setting the
helps individuals to find work life balance, manage
organization’s expectations in perspective. Realizing
stress and emotions effectively, work out parenting
that communication during this first step into work is
or marriage issues, equip them to deal with loss,
crucial, the company’s e-Induction program has been
motivates them to achieve goals through face-to-face/
designed to give new hires an idea of what it is like to
telephone/online counselling, wellness seminars, etc.
work at Coforge Limited.
63
•• Financial well-being – Coforge Limited has embraced and fair treatment of all employees, ethical conduct, and
the philosophy of Total Rewards that ensures that prevention of sexual harassment at premises within its
the compensation packages of employees are direct control.
commensurate with their skills and experience. The
benefits offered can be personalized to meet an PRINCIPLE 6: RESPECT, PROTECT AND MAKE
individual’s needs for better financial and social security EFFORTS TO RESTORE THE ENVIRONMENT
and efficient tax management. The company offers With regard to the Environment, the Company has
various insurance schemes like Group Life Insurance identified monitoring and mitigation of carbon footprint and
and Group Mediclaim cover under the corporate consumption or management of resources like water and
scheme at nominal premium. Innovative schemes like energy as key to its goals with a focus on the following:
Leave Travel Allowance, Executive Health Check Up
•• Greenhouse gas emissions
Scheme, Wedding and birthday allowances, etc. touch
upon various life stages of an employee to create a •• Energy consumption
holistic impact on their life. Various leave options like •• Water usage
Maternity, Paternity, Bereavement, Corporate Social
•• Waste management
Responsibility helps employees meet their personal
and social obligations. The Company is committed to environmental sustainability,
•• Physical well-being – The company offers various as reflected in its Environment Policy Healthy environment
means to encourage a healthy lifestyle. Yoga Room, is essential for healthy living therefore Coforge is
Gym, Swimming Pool, fire drills, cafeterias, health and committed to protect and restore the environment. We
wellness seminars, etc. promote physical wellbeing. always look for an opportunity for improvement; we have
achieved environment management certification (ISO
PRINCIPLE 4: RESPONSIVENESS TO ALL 14001:2015) to ensure we do not miss out the chance
STAKEHOLDERS, ESPECIALLY THE DISADVANTAGED, of progression. We have also achieved LEED platinum
VULNERABLE AND MARGINALIZED STAKEHOLDERS certification for campus which enabled us in ensuring that
As a responsible corporate citizen, Coforge Limited is we are not damaging the environment because of our
committed to being responsive to all its stakeholders that routine activities. To ensure restoration of environment
include employees, customers, shareholders, business in coordination with environment NGO we requested our
associates, partners, vendors & suppliers, governments, clients to plant 250 trees within nearby protected forest
and the society at large including the communities that it region.
operates in. The Company has over the years undertaken
multiple initiatives aimed at improving the quality of life of Does the policy related to Principle 6 cover only the
the communities around its facilities, as they constitute Company or extends to the Group/Joint Ventures/
one of its most important stakeholder constituents, Suppliers/ Contractors/NGOs/others.
and supporting the education sector, which it relies The Company’s Environment Policy is encapsulates all its
upon for knowledge workers. Many of the Company’s interested parties and expects all its vendors, contractors,
social initiatives assist those that are disadvantaged, suppliers are compliant and are in with companies
vulnerable, or marginalized and are focused on Education, commitment for the environment protection.
Employability, and Infrastructure support. The Company
plays an active role in supporting education, by engaging Does the Company have strategies/ initiatives to
with institutions of higher learning and by supporting the address global environmental issues such as climate
change, global warming, etc? Y/N. If yes, please give
educational infrastructure of the communities it operates in.
hyperlink for webpage etc.
PRINCIPLE 5: RESPECT AND PROMOTE HUMAN Yes company has always take initiatives and has targets
RIGHTS to reduce its environmental impacts. Coforge Limited aims
The Company strives to create a fair and equitable work to grow its business profitably while also conducting its
environment that drives creativity and collaboration. business responsibly in a manner which reflects care for the
Integral to its operating philosophy and organizational environment. Among the environment-friendly measures
culture is respect for the individual and upholding of aimed at ensuring consistent and sound environment-
universally acknowledged human rights. The Company friendly behaviors and outcomes initiated by the Company
has multiple policies in place to ensure non-discrimination are reduction of its carbon footprint, conservation of
64
resources including energy and water, recycling or efficient Are the Emissions/Waste generated by the Company
disposal of waste, and, where possible, leveraging the use within the permissible limits given by CPCB/SPCB for
of renewable resources. The Company keeps investing the financial year being reported?
in new technologies that either make its infrastructure Yes, the emissions and waste generated by the Company
more energy efficient or allow it to replace conventional are within the permissible limits of the Pollution Control
energy sources with renewable ones wherever possible. Board. Hence, there have been no show cause or other
The Company is ISO 14001 & OHSAS 18001 certified legal notices received from either the central or state
and engaged in several initiatives towards reduction of pollution control board (PCB) during the year under
unnecessary usage or wastage of plastic and paper. The review. As detailed elsewhere in this Report, the Company
Company has also been looking at increasing its share of is committed to going beyond regulatory mandates and
renewable energy, which has culminated in having 4MW of keep striving to reduce the environmental footprint of its
solar powered electricity integrated with government power operations.
supply system in a bulk process through an authorised
government generation and distribution system. PRINCIPLE 7: BUISNESSES WHEN ENGAGED IN
INFLUENCING PUBLIC AND REGULATORY POLICY,
Does the Company identify and assess potential SHOULD DO SO IN A RESPONSIBLE MANNER
environmental risks?
Coforge Limited is a leader within the Indian IT services
The Company has formulated an Environment policy and industry, and is a founding member of its industry
accordingly, it makes an assessment of factors related association NASSCOM. Members of the Company’s
to the environment on an ongoing basis and implements leadership team often serve as office-bearers at some of
solutions or takes appropriate measures to address any the trade bodies that it is a part of.Through its memberships
risks. As part of its efforts to strengthen its monitoring, in NASSCOM and other bodies such as the Confederation
compliance, and processes the Company has been of Indian Industry (CII), the Company attempts to share
certified for ISO 14001 and OHSAS 18001, and audits are perspectives and engage with a variety of stakeholders
underway covering all its eight locations within India which in a meaningful manner. The Company conducts itself
comprise four facilities in the National Capital Region and responsibly while undertaking any advocacy efforts on the
facilities in Bengaluru, Mumbai, Kolkata, and Hyderabad. social, economic, or environmental fronts either on its own
or as part of an industry association.
Does the Company have any project related to Clean
Development Mechanism? If so, provide details PRINCIPLE 8: BUSINESS SHOULD SUPPORT
thereof in about 50 words or so. Also, if yes, whether INCLUSIVE GROWTH AND EQUITABLE
any Environment Compliance Report is filed? DEVELOPMENT
Given the nature of the Company’s business, this is not The Company has a Corporate Social Responsibility (CSR)
relevant. policy in place which drives its efforts in this area, with
oversight from the Company’s CSR Committee comprising
Has the Company undertaken any other initiatives on of four Board members. This Committee monitors the
clean technology, energy efficiency, renewable energy,
expenditures and activities undertaken in this area. Please
etc. If yes, please give the hyperlink of the web page
etc. refer to the report on CSR activities, appearing in the
Company’s FY2020 Annual Report, for more details.
During the year under review, Coforge Limited continued
to implement the migration of its decentralized global IT
PRINCIPLE 9: PROVIDING VALUE TO CUSTOMERS
infrastructure for employee communication, collaboration,
AND CONSUMERS IN A RESPONSIBLE MANNER
desktop backup and e-learning to best-in-class centralized
cloud services, which would help reduce the Company’s Coforge Limited is committed to continuously deliver the
energy consumption and carbon footprint. The Company best experience and quality to its customers across the
also continues to support the Ministry of Corporate world. The company conducts an annual Voice of the
Affairs’ Go Green initiative, which makes provision for Customer (VoC) survey to get independent customer
electronic communication of the Annual Reports and other feedback on how customers feel about its services. This
documents to shareholders. qualitative and quantitative survey is for the decision-
65
makers and influencers in the customer organization. It of FY2020, we saw an unprecedented crisis due to the
provides a measure of the health of customer relationships. COVID-19 pandemic. Coforge Limited demonstrated its
This exercise forms the basis for capturing customer full commitment to its customers and undertook a series
expectations and enables the company to take proper of proactive measures to deliver a high level of support for
actions and improve continuously. In the FY20 survey, their ongoing business operations. The company ensured
the company proudly achieved best-in-class net promoter business continuity and resilience for its global clients in
score (NPS) from its clients. During the last few months the ‘lockdown’ phases consequent to COVID-19.
66
•• The effective exercising of ownership.

•• Transparent and professional decision making.
•• Excellence in corporate governance by abiding the
Report on guidelines and continuous assessment of Board
processes and the management systems for constant
Corporate improvisation.
Governance •• Greater attention is paid to the protection of minority
shareholders rights.
Your Company protects and facilitates the exercise
of shareholders’ rights, provides adequate and timely
information, opportunity to participate effectively and vote
(including remote e-voting) in general shareholder meetings
OVERVIEW
and postal ballots, and ensure equitable treatment to all
The Corporate Governance standards demonstrate the shareholders. This enables the Company to build and
inalienable rights vested with various stakeholders sustain the trust and confidence of its stakeholders, as
and strong commitment to values, ethics and business well as to strengthen the foundation for long-term business
conduct. Your Company is committed to good Corporate success and sustainability. The Company is in compliance
Governance, based on an effective Independent Board, with the requirements stipulated under Regulation 17 to 27
separation of supervisory role from the executive read with Schedule V and clauses (b) to (i) of sub-regulation
management and constitution of Committees to oversee (2) of Regulation 46 of Securities and Exchange Board of
critical areas thus upholding the standards practically at India (Listing Obligations and Disclosure Requirements)
every sphere ranging from action plan to performance Regulations, 2015 (“SEBI Listing Regulations”), as
measurement and customer satisfaction. Efficient applicable, with regard to corporate governance.
corporate governance requires a clear understanding of
the respective roles of the Board of Directors (“Board”) and BOARD OF DIRECTORS
of senior management and their relationships with others The Company is managed and controlled through a
in the corporate structure. professional Board of Directors (“Board”) comprising of
The Company is in compliance with the requirements an optimum combination of Executive, Non-Executive and
of the Corporate Governance under the Securities Independent Directors. The composition of the Board of
and Exchange Board of India (Listing Obligations and the Company is in conformity with the provisions of the
Disclosure requirements) Regulations, 2015 (“SEBI Listing Securities and Exchange Board of India (‘SEBI’) Listing
Regulations”) as amended from time to time. The Company Obligations and Disclosure Requirements, 2015 (SEBI
believes in adopting and adhering to globally recognized Listing Regulations) & the Companies Act, 2013. The
corporate governance practices and continuously present composition of the Board is Eight (8)members out
benchmarking itself against such practices. The Company of which three (3) members are Independent Directors,
ensures that it evolve and follow the corporate governance which constitutes 37.5 percent of the total strength of the
guidelines and best practices. Board. The Chairman of the Board is Mr. Basab Pradhan,
who is an Independent Chairman and Ms. Holly Jane
The Company recognizes the rights of all the stakeholders
Morris, a Woman Director is acting as an Independent
and encourages co-operation between the Company
Director on the Board of the Company. The brief profile of
and the stakeholders to enable your participation in the
all the Directors is available on the website of the Company
corporate governance process. The Company ensures
www.coforgetech.com.
adequate, timely and accurate disclosure on all material
matters including the financial situation, performance, During the year, the Company there were no changes in
ownership and governance of the Company to the stock the Board/Key Managerial Personnel.
exchanges and the investors. Information is prepared and The composition of the Board as on March 31, 2021 is
disclosed in accordance with the prescribed standards provided below:
of accounting, financial and non-financial disclosure and
Composition of the Board as on March 31, 2021
are disseminated in an equal, timely and cost-efficient
access to relevant information by users. The standards of Independent Directors 3
governance are guided by the following principles: Non-Executive Director 4
•• Clear and ethical strategic direction and sound Executive Director 1
business decisions.
Total 8
67
The composition of Board along with the number of Directorship and Chairmanship/ Membership of committees held by them
is given hereunder:
No of Membership/
Dates of Whether
No of Board No of Directorship/ Chairperson
meetings attended
Meetings during Chairperson in listed in Committees in
Name of the Director held last AGM
Category the Financial entities including this listed entities
& DIN during (July 23,
Year 2020-21 listed entity including this
the year 2020)
listed entity
Held Attended Member Chairperson Member Chairperson
Mr. Basab Pradhan Independent 6 6 Yes 1 1 2 0
(00892181) Director- May 05,
Chairman 2020
Mr. Sudhir Singh Chief Executive 6 6 Yes 1 0 0 0
(07080613) Director &
Executive
Director July 28,
2020
Mr. Hari Non-Executive 6 6 Yes 1 0 0 0
Gopalakrishnan Director
(03289463)
Mr. Patrick John Cordes Non-Executive 6 6 October Yes 1 0 2 0
Director 22, 2020
(02599675)
Mr. Kenneth Tuck Kuen Non-Executive 6 6 Yes 1 0 0 0
January
Cheong Director
21, 2021
(08449253)
Mr. Kirti Ram Hariharan Non-Executive 6 6 January Yes 1 0 1 1
(01785506) Director 28, 2021
Mr. Ashwani Puri Independent 6 6 Yes 2 0 3 3

(00160662) Director March
Ms. Holly Jane Morris Independent 6 5 10, 2021 Yes 1 0 1 0
(06968557) Director
Notes:
a. The above given information is excluding private, foreign and Companies incorporated under Section 8 of the
Companies Act, 2013
b. Board committee for this purpose includes Audit Committee and Stakeholders’ Relationship Committee
c. The Board also passed a circular resolution on Feb 11, 2021.
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.
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
companies by the Board/Ministry of Corporate Affairs or any such statutory authority is also issued in terms of SEBI
Listing Obligations and Disclosure Regulations.
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
68
A. Governance & Industry Skills

S.
Skill Areas Description
No.
1 Strategy and strategic Ability to think strategically and identify and critically assess strategic opportunities and threats.
planning
2 Information Technology Knowledge and experience in the related field of IT/ITes
Strategy
3 Risk and compliance Ability to identify key risks to the organisation in a wide range of areas including legal and
oversight regulatory compliance, and monitor risk and compliance management frameworks and systems
4 Financial performance Qualifications and experience in accounting and/or finance
5. International operations Knowledge and experience of business operations outside India.
6 Understanding of Understanding of various service offering like Application, Development & Maintenance, IMS,
service offerings of the BPO, GIS business, Digital Services etc.
Company
7. Understanding of Understanding of BFS, Insurance, Manufacturing and Media Solutions.
Business Segments
8 Technology Innovation Understanding the current drivers of innovation in the information technology market and
specifically in the software delivery and licensing and cloud computing sectors. Experience in
delivering new product offerings in response to market demand, to achieve market leadership or
to take advantage of opportunities for
9 Understanding of Ability to understand legal and regulatory compliance, and monitor risk and compliance
Corporate Governance management frameworks and systems
and Regulatory
compliance
B. Personal Attributes they are not aware of any circumstance or situation which
1. Honesty, integrity and high ethical standards exists or may be reasonably anticipated that could impair
2. Critical and innovative thinker or impact their ability to discharge their duties. Further, the
3. Leader Independent Directors have also included their names in
the data bank of Independent Directors maintained with
4. Understand issues at both the detailed and “big-
the Indian Institute of Corporate Affairs (‘IICA’) in terms of
picture” level.
Section 150 of the Act read with Rule 6 of the Companies
5. Personal and interpersonal skills
(Appointment & Qualification of Directors) Rules, 2014.
6. Ability to positively influence people and
The appointment of a person on the Board of the Company
situations;
as a Director is dependent on whether the person
7. Time availability for attending meetings
possesses the requisite skill sets identified by the Board
8. Involvement in decision making as above. Being an IT service provider, the Company’s
9. Effective listener and communicator business runs across various diversified industry verticals,
10 .Constructive questioner geographical markets and is global in nature. The current
C. Diversity & Non skill based attributes Directors on the Board have diverse backgrounds and
1. Gender diversity possess special skills with regard to the industries/fields.
2. Geographic and cultural diversity
Board meetings and Directors’ attendance
3. Age
During the year April 01, 2020 to March 31, 2021 the
4. Other Board/Industry experience
Board met six (6) times, on as stated in the table above
The Board also confirms that in the opinion of the board,
and passed a circular resolution also and the gap between
the independent directors fulfill the conditions specified
two meetings did not exceed one hundred and twenty
in Companies Act, 2013, SEBI Listing Obligations and
days. The information pertaining to the attendance of
Disclosure Regulations, 2015 and all amendments thereto
Directors in these meetings has been provided above.
regulations and are independent of the management,
The information as mentioned under Part A of Schedule
based on the declaration of Independence as submitted by
the Independent Directors to the Company, including that II of SEBI Listing Regulations has been placed before the
69
Board for its consideration during the year. Board meetings d. Corporate Social Responsibility Committee
are also convened to address the specific additional e. Risk Management committee
requirements of the Company and urgent matters are also The terms of reference of these Committees are determined
approved by the Board by passing resolutions through by the Board and their relevance reviewed from time to
circulation. Due to the exceptional circumstances caused time. Meetings of each of these Committees are convened
by the COVID-19 pandemic and consequent relaxations by the respective Chairman of the Committee, who also
granted by MCA and SEBI, all Board meetings in FY 2021 informs the Board about the summary of discussions held
were held through Video Conferencing. in the Committee Meetings. The Minutes of the Committee
Meetings are sent to all members of the Committee
Appointment Letters and Familiarization Program for individually and tabled at the Board Meetings.
Independent Directors
At the time of appointing a Director, a formal letter of Audit Committee
appointment is given to him/her, which inter alia explains The Company has an Audit Committee in accordance with
the role, function, duties and responsibilities expected Regulation 18 of the SEBI (Listing Obligations & Disclosure
of him/her as a Director of the Company. The terms and Requirements) Regulations, 2015 read with Section 177 of
conditions of the appointment are also placed on the the Companies Act, 2013.
website of the Company. Each newly appointed Director
is taken through a familiarization program in terms of the The composition of the Audit Committee and details of
the Meetings and Attendance during the FY2020-21is
SEBI (Listing Obligations & Disclosure Requirements),
as under:
Regulations, 2015, including the interaction with the CEO
Number of
& the Senior Management of the Company covering all meetings during Dates of
Name of the
meetings
marketing, finance and other important aspects of the Committee Category Designation the Financial Year
2020-21 held during
member
Company. The Company Secretary briefs the Director Held Attended
the year
about their legal and regulatory responsibilities. The Mr. Basab Independent Member 6 6 May 04, 2020
familiarization program also includes interactive sessions Pradhan Director July 28, 2020
with Business and Functional Heads and visit to the Mr. Patrick Non-Executive Member 6 6 October 21,
Business Centres. The website for the same is www. John Cordes Director 2020
coforgetech.com Mr. Ashwani Independent Chairman 6 6 November 20,
Kumar Puri Director 2020
Meeting of Independent Directors
January 27,
During the year under review, a separate meeting of the
Ms. Holly Independent Member 6 6 2021
Independent Directors was held without the attendance Jane Morris Director
March 10,
of Non-Independent Directors and members of the
2021
management.
Code of Conduct All the Members of the Audit Committee have the requisite
The Company has a well-defined policy, which lays qualification for appointment on the Committee and
down procedures to be followed by the employees for possess sound knowledge of finance, accounting practices
ethical professional conduct. The Code of Conduct has and internal controls. The Chairperson of the Audit
been laid down for all the Board Members and Senior Committee is an Independent Director and the Company
Management of the Company. The Board members and Secretary acts as Secretary to the Committee. The Audit
Senior Management personnel have affirmed compliance Committee also invites the CEO, Chief Financial Officer,
with the Company’s code of conduct for the year 2020-21. Internal Audit Head/representatives of Internal Audit firm*,
This Code has been displayed on the Company’s website. representatives of Statutory Auditors and such executives
as it consider appropriate at its meetings.
Board Committees
With a view to have a more focused attention on business *During the year, the Company appointed KPMG
and for better governance and accountability, the Board Assurance and Consulting Services LLP as Internal Audit
has the following mandatory committees: Firm after resignation of Mr. Gautam Chandra as Internal
Audit Head of the Company wef October 22, 2020.
a. Audit Committee
b. Stakeholders’ Relationship Committee The Committee also passed the Circular Resolutions on
c. Nomination and Remuneration Committee June 03, 2020 and December 18, 2020.
70
The Committee is responsible for the effective supervision During the year, the Nomination and remuneration
of the financial reporting processes to ensure proper Committee passed the circular resolutions on April 10,
disclosure of financial statements, their credibility, and 2020, December 28, 2020 and March 12, 2021.
compliance with the The Chairperson of the Committee is an Independent
Accounting Standards, Stock Exchanges and other legal Director.
requirements, reviewing with internal and external audit The terms of reference of Nomination and Remuneration
and internal control systems, assessing their adequacy Committee is in compliance with the Companies Act, 2013
ensuring compliance with internal controls; reviewing & Part II of Schedule D of SEBI (Listing Obligations &
findings of the Internal Audit, reviewing the Company’s Disclosure Requirements) Regulations, 2015, which, inter
financial and risk management policies and ensuring follow alia deals with the manner of selection of Directors, Key
up action on significant findings, and reviewing quarterly, Managerial Personnel (KMP) and Senior Management
half yearly and yearly annual accounts, reviewing the Personnel and their remuneration and to frame a policy
utilization of loans and/or advances from/investment by the to implement the same. The Committee is responsible for
holding company in the subsidiary exceeding rupees 100 framing policies and systems for the Stock Options Plan, as
crore or 10% of the asset size of the subsidiary, whichever approved by the shareholders. The role of the Committee
is lower including existing loans/advances/investments also includes formulation of criteria for Evaluation of every
existing as on the date of coming into force of this provision Director’s performance, recommend to the Board, plans
& to review compliance with the provisions of SEBI and process for succession for appointments to the Board
(Prohibition of Insider Trading) Regulations and shall verify and Senior Management, devising a policy on Board
that the systems for internal control are adequate and are Diversity and to recommend to the Board, all remuneration,
operating effectively. It acts as a link between Statutory in whatever form, payable to Senior Management.
and Internal Auditors and the Board of Directors of the
The criteria for performance evaluation of Independent
Company. The Committee is governed by a Charter which
Directors coversall the relevant aspects as required
is in line with the regulatory requirements mandated by
under the Companies Act, 2013 and the SEBI (Listing
the Companies Act, 2013 and SEBI (Listing Obligations &
Obligations & Disclosure Regulations), 2015 as amended
Disclosure Requirements) Regulations, 2015 as amended
from time to time.
from time to time.
The Committee reviews information as specified in Part C Details of Remuneration paid to Directors during the
of Schedule II of SEBI (Listing Obligations & Disclosure year April 1, 2020 to March 31, 2021
Requirements) Regulations, 2015. A. Executive Director
(in Rs.)
Nomination and Remuneration Committee
Mr. Sudhir Singh
The Company has a duly constituted Nomination and Name of Director
(CEO & Executive Director)
Remuneration Committee in accordance with Regulation
19 of the SEBI (Listing Obligations & Disclosure Salary and Allowances 35,624,305
Requirements) Regulations, 2015 read with Section 178 Part – A
of the Companies Act, 2013. Perquisites -
The composition of the Nomination and Remuneration Part – B

Committee and details of the Meetings and Attendance
Contribution to Provident
during the FY2020-21 are as under: Fund, Superannuation Fund or
Number of Annuity Fund 2,773,615
Name of the Dates of
meetings meetings
Nomination &
during the held
Performance - linked
Remuneration Category Designation
Financial Year during Bonus (provisions) 32,987,972
Committee the year
2020-21
member Stock option expenses 77,052,016
Held Attended
Mr. Basab Independent Member 1 1 Total 148, 437,908
Pradhan Director
May 04, Terms of appointment:
Ms. Holly Jane Independent Chairperson 1 1
2020
Morris Director Service Contracts :
The current term of Mr. Sudhir
Mr. Hari Non- Executive Member 1 1
Gopalakrishnan Director
Singh as Executive Director shall
expire on January 28, 2025.
71
Notice period : As determined by the Nomination The Company has not granted any shares under the
and Remuneration Committee ESOP Scheme 2005 to any Independent Director of the
and the Board. Company.
Severance Fees : No severance fees, unless Nomination & Remuneration Policy
otherwise agreed by the Board
Preamble
Performance criteria : As determined by the Nomination
In terms of Section 178 of the Companies Act, 2013 and
and Remuneration Committee
the SEBI (Listing obligations & Disclosure Requirements)
and the Board.
Regulations, 2015, entered into by the Company with
B. Non-Executive Directors Stock Exchanges, as amended from time to time, the
The criteria for payment to Non-Executive Directors is Board of Directors of a listed company shall constitute the
provided herein below: Nomination and Remuneration Committee (“Committee”)
consisting of three or more Non-Executive Directors out
The Board in its meeting held on May 05, 2017 approved
of which not less than one-half shall be independent
sitting fees to Directors (both – Indian and foreigner) and
directors and the Chairperson of the Committee shall be
the shareholders of the Company at the Annual General
an independent director as well. The Company has already
Meeting held on September 21, 2019 had approved the
constituted the Committee comprising three members,
payment of Commission to Non-executive Directors with in
two of which are Independent Directors. Ms. Holly Jane
statutory limits of the net profits of the Company (computed
Morris is the Chairperson of the Committee and is an
in the manner referred to in Section 198 of the Companies
Act, 2013). The Commission to the Non-Executive Independent Director.
Directors has also been approved by the Nomination & Further, the Committee is required to devise a policy to lay
Remuneration Committee along with the Board within the down a framework in relation to remuneration of Directors,
prescribed limits as stipulated under Companies Act, 2013 Key Managerial Personnel and other employees. This
as the shareholders had empowered the Board of Directors policy shall also act as a guideline for determining, inter-
to decide the appropriate quantum of commission. alia, qualifications, positive attributes and independence of
The details of remuneration (Commission and sitting fees) a Director, matters relating to appointment, removal and
paid/payable to Non-Executive Directors is provided below: evaluation of performance of the Directors, Key Managerial
Mr.
Personnel, Senior Management and other employees.
Mr.
Mr. Hari Mr. Kirti Kenneth Mr. Basab Mr. Ms. Holly
Patrick
Particulars
Gopala-
krishnan
John
Ram Tuck
Hariharan Kuen
Pradhan Ashwani
Puri
Jane
Morris
Objective
Cordes (Rs.)
(Rs.) **(Rs.) Cheong *(Rs.) ***(Rs.)
(Rs.)
(Rs.) The policy is framed with following key objectives:
Commission - - - - 14,633,200 2,000,000 2,356,179
That the level and composition of remuneration is
Sitting Fees - - - - 360,691 1,080,000 985,893
reasonable and sufficient to attract, retain and motivate
* Chairman of Audit Committee. directors of the quality required to run the Company
** Chairman of Stakeholders’ Relationship Committee successfully.
*** Chairman of Nomination & Remuneration Committee That the relationship of remuneration to performance is
clear and meets appropriate performance benchmarks.
Details of Equity shares held by Non-Executive That the remuneration to Directors, Key Managerial
Directors
Personnel (KMP), and other employees of the Company
The details of equity shareholding of Non-Executive involves a balance between fixed and incentive pay
Directors as on March 31, 2021 is as below: reflecting short and long-term performance objectives
Name Number of shares held appropriate to the working of the Company and
achievement of its goals.
Mr. Patrick John Cordes NIL
To lay down criteria and terms and conditions with regard
Mr. Hari Gopalakrishnan NIL
to identifying persons who are qualified to become
Mr. Basab Pradhan 3,000
Directors (Executive and Non-executive) and persons who
Ms. Holly Jane Morris NIL
may be appointed in Senior Management, Key Managerial
Mr. Ashwani Puri NIL
positions and to determine their remuneration.
Mr. Kirti Ram Hariharan NIL
Mr. Kenneth Tuck Kuen Cheong NIL To formulate the criteria for evaluation of Independent
Directors and other Directors on the Board.
72
Applicability but defined in the Companies Act, 2013 or SEBI

This policy is applicable to: (Listing Obligations & Disclosure) Regulations, 2015
as may be amended from time to time shall have the
1. Directors (Executive, Non-Executive and Independent)
meaning respectively assigned to them therein.
2. Key Managerial Personnel (KMP)
3. Senior Management Personnel Appointment and Removal of Director, KMP and
Senior Management Personnel
Definitions 1. Appointment criteria and qualifications
i) “Act” means the Companies Act 2013 as amended a) Subject to the applicable provisions of the Companies
from time to time. Act, 2013, the SEBI (Listing Obligations & Disclosure
ii) “Board” means the Board of Directors of the Requirements) Regulations, 2015, other applicable
Company. laws, if any, and the Company’s Policy, the Nomination
and Remuneration Committee shall identify and
iii) “Company” means Coforge Limited.
ascertain the integrity, qualification, expertise and
iv) “Employee Stock Option” means the stock options experience of the person for appointment as Director,
given to the directors, officers or employees of a KMP or at Senior Management level and recommend
company or of its holding company or subsidiary to the Board his/her appointment and to recommend
company or companies, if any, which gives such to the Board, plans and process for succession for
directors, officers or employees, the benefit or right appointments to the Board and senior management.
to purchase, or to subscribe for the shares of the
b) The Committee has discretion to decide the adequacy
company at a future date at a pre-determined price.
of qualification, expertise and experience for the
v) “Executive Director” means the Managing Director concerned position.
and Whole-time Directors of the Company.
c) The Company shall not appoint or continue the
vi) “Independent Director” means a director referred employment of any person as Managing Director/
to in Section 149 (6) of the Companies Act, 2013 Whole-time Director /Manager who has attained
read with SEBI (Listing Obligations & Disclosure the age of seventy years, provided that the term of
Requirements) Regulations, 2015. the person holding this position may be extended
vii) “Key Managerial Personnel” or “KMP” means Key beyond the age of seventy years with the approval of
Managerial Personnel of the Company in terms of the shareholders by passing a special resolution.
Companies Act, 2013 and the Rules made thereunder. d) The Company shall not appoint or continue the
As per Section 203 of the Companies Act, 2013, the directorship of any person as Non Executive Director
following are whole time Key Managerial Personnel: who has attained the age of 75 years, unless a special
a) Managing Director or Chief Executive Officer or the resolution is passed to that effect, in which case the
Manager and in their absence a Wholetime Director explanatory statement annexed to the Notice for such
b) Company Secretary; and motion shall indicate the justification for appointing
c) Chief Financial Officer such person.
viii) “Non-Executive Director” means the director other 2. Term/Tenure

than the Executive Director and Independent Director. a) Managing Director/Whole-time Director:
ix) “Senior Management Personnel” for this purpose The Company shall appoint or re-appoint any person as
shall mean employees of the company who are its Executive Chairman, Managing Director or Executive
members of its core management team excluding Director for a term not exceeding five years at a time. No
Board of Directors. It would comprise all members reappointment shall be made earlier than one year before
of management one level below the -Chief Executive the expiry of term.
Officer/Managing Director/Whole Time Director/ b) Independent Director:
Manager (including Chief Executive Officer/Manager,
i) No Independent Director shall hold office for more
in case they are not part of the Board) including all
than two consecutive terms of upto maximum of
Functional/vertical Heads, Company Secretary &
5 years each. Such Independent Director after
Chief Financial Officer.
completion of these two terms shall be eligible for
Unless the context otherwise requires, words and appointment after expiry of three years of ceasing to
expressions used in this policy and not defined herein
73
become an Independent Director; provided that an b) The Committee shall make such recommendations to
Independent Director shall not, during the said period the Board of Directors, as it may consider appropriate
of three years, be appointed in or be associated with with regard to remuneration to Managing Director/
the Company in any other capacity, either directly or Whole-time Directors.
indirectly. c) If, in any financial year, the Company has no profits
ii) At the time of appointment of Independent Director or its profits are inadequate, the Company shall pay
it should be ensured that the total number of Boards remuneration to its Managing Director/ Whole-time
on which such an Independent Director serves is Director in accordance with the provisions of the
restricted to: Companies Act, 2013 and if in variance with such
(a) seven listed companies as an Independent Director provisions, then with the prior approval of the Central
OR Government
(b) three listed companies as an Independent Director 2) Remuneration to Non-Executive / Independent

in case such a person is serving as a Whole-time Directors:
Director of any listed company. a) The Non-Executive/Independent Directors may
3. Evaluation receive sitting fees and such other remuneration
aspermissible under the provisions of Companies Act,
The Committee shall carry out evaluation of performance
2013 and the SEBI (Listing Obligations & Disclosure
of every Director, KMP and Senior Management Personnel
Regulations), 2015. The amount of sitting fees shall
at regular intervals; but at least once a year.
be such as may be recommended by the Committee
4. Removal and approved by the Board of Directors.
Due to reasons of disqualification mentioned in the b) All the remuneration of the Non- Executive/
Companies Act, 2013, rules made thereunder or under Independent Directors (excluding remuneration for
any other applicable laws, rules and regulations, the attending meetings as prescribed under Section 197
Committee may recommend to the Board with reasons (5) of the Companies Act, 2013) shall be subject to
recorded in writing for removal of a Director, KMP and ceiling/ limits as provided under Companies Act, 2013
Senior Management Personnel subject to the provisions and rules made there under and the SEBI (Listing
and compliance of the applicable laws, rules and Obligations & Disclosure Regulations), 2015 or any
regulations. other enactment for the time being in force. The
5. Retirement amount of such remuneration shall be such as may
The Directors shall retire as per the applicable provisions of be recommended by the Committee and approved by
the Companies Act, 2013. All other KMP and Personnel of the Board of Directors or shareholders as the case
Senior Management shall retire as per the prevailing policy may be.
of the Company. The Board will have the discretion to retain c) An Independent Director shall not be eligible to
the Directors and KMP in the same position/remuneration get Stock Options and also shall not be eligible to
or otherwise even after attaining the retirement age, in the participate in any share based payment schemes of
interest and for the benefit of the Company. the Company. The Committee shall determine the
stock options and other share based payments to be
Policy for Remuneration To Directors/KMP/Senior made to Directors (other than Independent Directors).
Management Personnel
d) Any remuneration paid to Non- Executive/
1) Remuneration to Managing Director/Whole-time Independent Directors for services rendered which
Directors: are of professional nature shall not be considered as
a) The Remuneration/ Commission etc. to be paid to part of the remuneration for the purposes of clause (b)
Managing Director/Whole-time Directors, shall be above if the following conditions are satisfied:
governed as per provisions of the Companies Act, i) The Services are rendered by such Director in his
2013 and rules made there under alongwith the SEBI capacity as the professional;
(Listing Obligations & Disclosure Regulations), 2015
ii) In the opinion of the Committee, the director
or any other enactment for the time being in force
possesses the requisite qualification for the practice
and the approvals obtained from the Members of the
of that profession.
Company.
74
3) Remuneration to Key Managerial Personnel and upon the provisions hereunder and this Policy shall stand
Senior Management: amended accordingly from the effective date as laid down
a) The remuneration to Key Managerial Personnel and under such amendment(s), clarification(s) and circular(s)
Senior Management shall consist of fixed pay and etc.
incentive pay, in compliance with the Company’s
Policy. Policy on Board Diversity
b) To recommend to the Board, all remuneration, in The Nomination and Remuneration Committee has
whatever form, payable to SeniorManagement. devised the policy on Board diversity to provide for having
c) The Committee shall determine the stock options a broad experience and diversity on the Board.
and other share based payments to be made to Performance Evaluation
KeyManagerial Personnel and Senior Management.
Pursuant to the provisions of the Section 134 and 178
d) The Fixed pay shall include monthly remuneration,
of the Companies Act, 2013 and Regulation 19 of the
employer’s contribution to Provident Fund,
SEBI (Listing Obligations and Disclosure Requirements)
contribution to pension fund, pension schemes, etc.
Regulations, 2015, the Board has carried out the annual
as decided from to time.
performance evaluation of its own performance, the
e) The Incentive pay shall be decided based on the Directors individually as well as the evaluation of the
balance between performance of the Company and working of its Audit, Nomination and Remuneration,
performance of the Key Managerial Personnel and Corporate Social Responsibility Committee and
Senior Management, to be decided annually or at Stakeholders’ Grievance Committees. Pursuant to the
such intervals as may be considered appropriate. provisions of the Section 134 and 178 of the Companies
4) Other General Provisions: Act, 2013 and Regulation 19 of the SEBI (Listing
a) The CEO/ CPO shall make Annual presentation of Obligations and Disclosure Requirements) Regulations,
the performance and compensation for the other 2015, as amended from time to time, the Board has
KMP and Senior Management Personnel. The carried out the annual performance evaluation of its own
proposed compensation policy for these executives performance, the Directors individually as well as the
for the forthcoming year will also be presented. The evaluation of the working of its Statutory Committees. The
Committee shall discuss the details and give its inputs evaluation was done based on one to one interactions
to help the CEO to finalise the policy for adoption by which covered various aspects of the Board’s functioning
the Company. and its Committees. The Committee members noted that
pursuant to Section 178 and other applicable provisions of
b) The CEO along with CPO shall constitute an HR
the Companies Act, 2013, and SEBI (Listing Obligations
Steering Committee for reviewing the remuneration of
& Disclosure Requirements) Regulations, 2015 the
all other employees.
Committee is required to carry out performance evaluation
c) Where any insurance is taken by the Company on of every Director of the Company including Independent
behalf of its Whole-time Directors, Chief Executive Directors.
Officer, Chief Financial Officer, the Company
The evaluation was done on the suggestive parameters
Secretary and any other employees for indemnifying
and based on the criteria fixed by the members in their
them against any liability, the premium paid on
meeting held on May 4, 2017. In this regard, a detailed note
such insurance shall not be treated as part of the
was placed before the Board on performance parameters
remuneration payable to any such personnel.
for the said performance evaluation.
Amendments The Board considered the evaluation of the stakeholders
The Board of Directors on its own and/or as per the based on one to one verbal interaction /discussions under
recommendations of Nomination and Remuneration an internal assessment process on the basis of criteria
Committee can amend this Policy, as and when deemed laid down for Performance evaluation in earlier years and
fit. recommended by Nomination & Remuneration Committee.
In case of any amendment(s), clarification(s), circular(s) During the above exercise, the directors who were subject
etc. issued by the relevant authorities, not being consistent to evaluation did not participate in the process.
with the provisions laid down under this Policy, then such During the above exercise, the directors who were subject
amendment(s), clarification(s), circular(s) etc. shall prevail to evaluation did not participate in the process.
75
The Board examined the parameters as circulated and Number of Dates of

meetings
carried out the performance evaluation as aforesaid and Name
meetings
during the held
the Chairperson communicated the feedback accordingly. of the
Category Designation Financial Year during
The Directors expressed their satisfaction to the evaluation Committee the year
member 2020-21
process. Held Attended
May 04,
2020
Stakeholders’ Relationship Committee Mr. Basab Independent
Member 4 4
July 27,
Pradhan Director 2020
In compliance with the provisions of the Companies Mr. Kirti
Non-Executive October
Act, 2013 and the Regulation 20 of SEBI (Listing Ram
Director
Chairman 4 4
21, 2020
Hariharan
Obligations & Disclosure Requirements), Regulations
Mr. Patrick
2015, the Company has a duly constituted “Stakeholders’ Non-Executive January
John Member 4 4
Director 27, 2021
Cordes
Relationship Committee”. The Stakeholders’ Relationship
Committee looks into the redressal of complaints of During the year April 1, 2020 to March 31, 2021 the Company
investors. received a total of 313 queries/complaints from various
Investors’/Shareholders’ relating to Change of address/Non-
The scope of Stakeholders Relationship Committee
receipt of Dividend, Bonus Shares, Annual Report/Change of
has been revised with the amendment in SEBI Listing
Bank account details/Transfer of Shares/ Dematerialization of
Obligation &Disclosure Regulations, 2015 effective from
shares, etc. The same were attended to the satisfaction of the
April 01, 2019.
Investors.
The revised charter of the Committee is as follows:
Details of requests/queries/complaints received and
1. Resolving the grievances of the security holders
resolved during the Financial Year 2020-21:
including complaints related to transfer/transmission
of shares, issue of new/duplicate share certificates Request/
Complaints
Nature of Query queries Resolved Unresolved
(delegated to Share Transfer Committee), non-receipt Received
Received
of annual report, non-receipt of declared dividends, Change of address 8 - 8 -
general meetings etc. Change of bank
9 - 9 -
details
2. Review of measures taken for effective exercise of Dividend not received - 1 1 -
voting rights by shareholders. General queries 18 - 18
Legal matter, shares
3. Review of adherence to the service standards adopted in legal dispute
5 - 5 -
by the company in respect of various services being Request for annual

10 - 10 -
rendered by the Registrar & Share Transfer Agent report
Request for dividend
126 - 126 -
4. Review of the various measures and initiatives warrant correction
taken by the Company for reducing the quantum of Request for duplicate
12 - 12 -
share certificates
unclaimed dividends and ensuring timely receipt of Request for bonus
17 - 17 -
dividend warrants/annual reports/statutory notices by share certificates
the shareholders of the company. Request for share
10 - 10 -
holding details
The Committee has delegated work related to share Request for shares
27 - 27 -
transfer, issue of duplicate shares, Dematerialisation/ transferred to IEPF
Shares buyback
Rematerialisation of shares and other related work to 49 19 68 -
queries/complaints
Share Transfer Committee which reports to the Committee. Share certificate
lodged for correction 2 - 2 -
The Stakeholders’ Relationship Committee is headed
in name
by a Non-Executive Director Mr. Kirti Ram Hari Haran GRAND TOTAL 293 20 313 -
and consists of Mr. Basab Pradhan and Mr. Patrick John
There was no request/query/complaint pending at the
Cordes as members. Mr. Lalit Kumar Sharma, Company
beginning of the Financial Year. During the Financial
Secretary & Legal Counsel is the Compliance Officer of
Year, the Company attended most of the Shareholders’/
the Company.
Investors’ requests/queries/complaints within 10 working
Meetings & Attendance during the year days from the date of receipt. The exceptions have been for
cases constrained by procedural issue/ disputes or legal
The particulars of the meeting attended by the members of
impediments etc. There was no request/query/complaint
the Stakeholders’ Relationship Committee and the date of
pending at the end of the Financial Year.
the meetings held during the year are given below:
76
Corporate Social Responsibility (CSR) Committee the said category and hence it is required to constitute a
In compliance with the provisions of Section 135 of Risk Management Committee as per the provisions of the
the Companies Act, 2013 and the Regulation 20 of amended SEBI (LODR), 2015.
SEBI (Listing Obligations & Disclosure Requirements), As per the requirement of revised Regulation 21 of SEBI
Regulations 2015, the Company has a duly constituted (Listing Obligations & Disclosure Regulations, 2015 and
“Corporate Social Responsibility Committee”. amendments thereto, the Board considered and approved
The terms of reference of the Corporate Social the constitution of Risk Management Committee of
Responsibility Committee (CSR) broadly comprises: the Company under the provisions of the SEBI (Listing
•• Identification of the initiatives and specification of the Obligations& Disclosure) Regulations, 2015 with all
projects and programs those are to be undertaken and amendments thereto w.e.f. April 01, 2019 as below:
recommending the same to the Board.
Constitution of the Risk Management Committee
•• Identification of CSR projects/programs, which focus-
(‘RMC’):
es on integrating business models with social and en-
vironmental priorities and processes in order to create Mr. Basab Pradhan (Chairperson)
shared value. Mr. Hari Gopalakrishnan
•• Preparation of the list of CSR programs which a Com- Mr. Sudhir Singh
pany plans to undertake during the implementation
The Internal Audit Representative shall be an invitee to
year.
the Committee meetings & the Company Secretary of
•• Prepare modalities of execution of the project/pro-
the Company shall act as Secretary of the Committee
grams undertaken and implementation of schedule
meetings.
thereof.
Roles & Responsibility of the Committee
•• Implementation and monitoring progress of these in-
itiatives 1. Formulate and oversee the implementation of Risk
The particulars of the meeting attended by the members Management Policy of the Company
of the CSR Committee and the date of the meetings held 2. Manage the annual risk assessment process and
during the year are given below: formulation of risk mitigation procedures.
Number of 3. Monitor the internal & external risk including risk
Name of the meetings Dates of
Corporate Social during the meetings associated with cyber security and formulation/
Responsibilities Category Designation held
Committee
Financial Year
during
oversee plan for mitigation of these risks.
2020-21
member the year
Held Attended 4. Monitor the implementation of improvements in the
Mr. Kirti Ram Non- Chairman 2 2 May 04, Policy, including the planned actions arising from
Hariharan Executive 2020
Director Audit Committee/ Board deliberations, if any.
Mr. Kenneth Tuck Non- Member 2 2 5. Any other roles and responsibility as may be
Kuen cheong Executive July 27,
Director 2020 prescribed under applicable laws/regulations as
Mr. Ashwani Independent Member 2 2 amended from time to time.
Kumar Puri Director
The particulars of the meeting attended by the members
Mr. Hari Non- Member 2 2
Gopalakrishnan Executive of the Risk Management Committee and the date of the
Director
meetings held during the year are given below:
RISK MANAGEMENT POLICY &COMMITTEE Name of the Number of
Dates of
Corporate meetings
meetings
The Company has developed and implemented a risk Social during the
Category Designation Financial Year held
Responsibilities
management framework for identification of elements of Committee 2020-21 during
the year
risk, which in the opinion of the Board may threaten the member Held Attended
existence of the Company. Mr. Basab Non- Chairman 1 1
Pradhan Executive
The requirement of constituting Risk Management Director
Committee was mandated by SEBI on top 500 companies Mr. Hari Non- Member 1 1
November
Gopalakrishnan Executive
based on the market capitalization as on March 31, 2018. Director
30, 2020
As on March 31, 2020, the Company was listed under Mr. Sudhir Singh CEO & Member 1 1
Executive
Director
77
OTHER COMMITTEES and read with the Circular No. 14/2020 dated April 8, 2020,
The Board has following other Committees also:- Circular No. 17/2020 dated April 13,2020 and Circular No.
33/2020 dated September 28, 2020, issued by the Ministry
1. Operations Committee
of Corporate Affairs and the results were duly intimated to
2. ESOP Allotment Committee the Stock Exchanges in prescribe time lines and uploaded
3. Share Transfer Committee on the website of the Company.
GENERAL BODY MEETINGS Means of Communication

Particulars of the last three Annual General Meetings/ a. The quarterly/half yearly/annual results are published
Postal Ballot in the leading English and Hindi Newspapers (the
Annual General Meetings details of the publications are given hereunder) and
Year Location Date Day Time Special Resolution
also displayed on the web site of the Company –
2020 Video July 23, Thursday 05:00 1. To appoint Mr. Sudhir
www.coforgetech.com where official news releases,
Conferencing, 2020 P.M. Singh (DIN: 07080613) financial results, consolidated financial highlights,
8, Balaji as an Executive Director quarterly shareholding pattern and presentations
Estate, Third of the Company.
Floor, Guru made to institutional investors or to the analysts are
2. To approve the profit
Ravi Das related commission also displayed.
Marg, Kalkaji payable to Mr. Basab
– New Delhi Pradhan (DIN: 00892181)
b. The Company had Quarterly/Annual Earnings Calls
-110019 as an Independent on May 05, 2020, July 28, 2020, October 22, 2020,
Director of the Company January 28, 2021 and Press Conferences in the
and as Chairperson of
the Board
months of May 2020, July 2020, October 2020 and
2019 Country Inn September Saturday 09:00 1. To re-appoint Mr. January 2021 for the investors of the Company
& Suites, 21, 2019 A.M. Ashwani Puri as an immediately after the declaration of Quarterly/Annual
579, Main Independent Director of
results. Transcripts/ presentations of the quarterly/
Chhatarpur the Company for second
Road, term annual earnings calls/investors meet are displayed
Shahoorpur 2. To approve payment of on the Company’s aforementioned website, in the
Extension, remuneration to non- ‘Investors’ section.
Satbari, New executive directors
Delhi, 110030 c. The Management Perspective, Business Review and
2018 Ocean Pearl September Friday 09:00 1. To approve appointment Financial Highlights are part of the Annual Report.
Retreat, 28, 2018 A.M. of Mr. Rajendra S Pawar
Satbari, as Chairman of the d. All material information about the Company is promptly
Chattarpur Company uploaded on the website of the Stock Exchanges
Road, New 2. To approve appointment
Delhi – 110
and also sent through e-mail to the stock exchanges
of Mr. Arvind Thakur
074 as Vice Chairman & where the shares of the Company are listed.
Managing Director of
During the financial year 2020-21 the Company published
the Company
its financial results in the following newspapers:
There was no Extra-ordinary General meeting conducted
Date of
during the year. Financial Results Newspapers
publication
Audited financial results for the Business Standard - English May 07,
Postal Ballot
quarter ended March 31, 2020 Business Standard- Hindi 2020
Particular of Postal Ballot Passed during the year: Unaudited financial results for the Business Standard- English July 29,
S. quarter ended June 30, 2020 Business Standard- Hindi 2020

Year Date Day Special Resolutions
No. Unaudited financial results for the Business Standard- English October 23,
1. 2020-21 June 14, 2020 Sunday • To consider and approve the quarter ended September 30, 2020 Business Standard- Hindi 2020
change in name of the Company
Unaudited financial results for the Business Standard- English January 29,
• Alteration in the Memorandum
quarter ended December 31, 2020 Business Standard- Hindi 2021
of Association of the Company
• Alteration in the Articles of GENERAL SHAREHOLDERS’ INFORMATION
Association of the Company
a. Annual General Meeting
Note: The postal ballot was carried out as per the
provisions of Sections 108 and 110 and other applicable Date: July 30, 2021
provisions of the Act, read with the Rules framed thereunder Time: 09:00 A.M.
78
Venue: The Company is conducting meeting through VC Bombay Stock Exchange National Stock Exchange
Month Sensex High Low Market Nifty High Low Market
/ OAVM pursuant to the MCA Circular dated May Price Price Cap* (Rs Price Price Cap* (Rs
5, 2020 and January 13, 2021 and other relevant (Rs.) (Rs.) Mn) (Rs.) (Rs.) Mn)
circulars and notifications from time to time as Apr-20 33718 1,246.00 1,014.45 75,290 9860 1,247.00 1,011.05 75,209
May-20 32424 1,573.45 1,151.00 90,689 9580 1,573.00 1,152.10 90,723
may be applicable, there is no requirement to have Jun-20 34916 1,517.60 1,305.95 85,341 10302 1,517.90 1,302.00 85,311
Jul-20 37607 1,968.00 1,375.00 1,16,750 11073 1,969.00 1,375.00 1,16,681
a venue for the AGM. For details please refer to Aug-20 38628 2,079.35 1,898.00 1,16,641 11388 2,079.00 1,897.00 1,16,547
Sep-20 38068 2,423.00 1,880.65 1,40,632 11248 2,420.00 1,880.50 1,40,669
the Notice of this AGM. Oct-20 39614 2,813.05 2,167.60 1,33,578 11642 2,814.00 2,165.55 1,33,609
Nov-20 44150 2,494.00 2,077.60 1,45,372 12969 2,495.00 2,077.50 1,45,421
As required under Regulation 36(3) of SEBI (Listing Dec-20 47751 2,729.95 2,306.85 1,63,953 13982 2,729.90 2,305.00 1,63,898
Jan-21 46286 2,908.00 2,354.95 1,45,271 13635 2,909.55 2,353.00 1,44,974
Obligations& Disclosure Requirements) Regulations, Feb-21 49100 2,700.00 2,325.60 1,53,801 14529 2,699.90 2,300.00 1,54,016
Mar-21 49509 3,032.00 2,477.00 1,77,493 14691 3,032.00 2,476.05 1,77,351
2015, particulars of Directors seeking re-appointment
at the forthcoming Annual General Meeting are given in g. Performance of the share price of the Company in
Annexure to Notice. comparison to BSE Sensex:
b. Financial Year Stock Price / As on 31 As on 31 % Increase/
Index March 2020 March 2021 (Decrease)
Year ending: March 31, 2021
Coforge Limited 1147.75 2,926.95 155%
c. Dividend Nifty IT 12,763.75 25,855.00 103%
No final dividend has been recommended by the Nifty 50 8,597.75 14,690.70 71%
Board for the year under review. S&P BSE Sensex 29,468.49 49,509.15 68%
Stock prices mentioned in above table are closing price on NSE
d. Listing of Shares
The Equity shares of the Company are currently listed h. During the year, no securities of the Company are
at the following Stock exchanges: suspended from trading
i) BSE Limited (‘BSE’) i. Registrar for Dematerialisation (Electronic Mode)
Address: 1st Floor, New Trading Ring, Rotunda of shares & Physical Transfer of shares
Building, Phiroze Jeejeebhoy Towers, Dalal The Company has appointed a Registrar for
Street, Mumbai-400 001 dematerialisation and transfer of shares whose details
ii) National Stock Exchange of India Limited (‘NSE’) are given below:–
Alankit Assignments Limited
Address: Exchange Plaza, 5th Floor, Plot no C/1,
Unit: Coforge Limited (Erstwhile NIIT Technologies
G Block, Bandra Kurla Complex, Bandra (East),
Limited)
Mumbai 400 051.
Alankit Heights RTA Division,
It is confirmed that the Annual Listing fees for the period 4E/2, Jhandewalan Extension,
April 1, 2020 to March 31, 2021 has been paid to both the New Delhi – 110055
Stock Exchanges. Phone Nos. : 011-42541234, 23541234
e. Stock Code Fax Nos. : 011-23552001, E-mail : rta@alankit.com
NSE : COFORGE j. Share Transfer System
BSE : 532541 The Company has appointed a common Registrar
ISIN (equity) at NSDL/CDSL : INE591G01017 for physical share transfer and dematerialisation
ISIN (Non Convertible Debentures) at NSDL: of shares. The shares lodged for physical transfer/
INE591G08012 transmission/ transposition are registered within
stipulated period as stated under SEBI (Listing
f. Market Price Data:
Obligations and Disclosure Requirements)
The monthly high and low share prices and market Regulations, 2015 and all amendments thereto. For
capitalization of Equity Shares of the Company this purpose, the Share Transfer Committee (a sub-
traded on BSE and NSE from April 1, 2020 to March committee of Stakeholders Relationship Committee
31, 2021 and the comparison of share prices of the of the Board) meets as often as required. During the
Company vis-à-vis the Sensex and Nifty Indices are review period, the Committee met times. Adequate
given below: care is taken to ensure that no transfers are pending
Share price movement during the year April 1, 2020 to for more than a fortnight. Physical Shares requested
March 31, 2021: for dematerialisation were confirmed mostly within a
fortnight. With effect from April 01, 2019, no share in
79
physical form shall be transferred. However, shares in 14.62%

Shareholding Pattern
physical form may be considered for the purpose of

transmission of shares from deceased shareholder to 1.76%
his/her legal hier. 9.32%
k. Distribution of shareholding
0.75% 63.99%
Range (No. No. of % to Total Range (No. Total No. of % to Total 6.38%
of Shares) Shareholders Shareholders of Shares) Shares Shares 3.19%
Up to -500 50,653 97.59 Up to -500 2,143,285 3.54
Promoters Foreign Pvt. Corp. Bodies, AlF, & Trusts
501-1000 655 1.26 501-1000 450,573 0.74 Individual & HUF NR/Foreign Nationals
1001-5000 419 0.81 1001-5000 902,795 1.49 Mutual Funds Banks, Fl, Insurance
5001 & 5001 & Foreign Portfolio Investors
179 0.34 57,095,696 94.23
above above
TOTAL 51,906 100.00 TOTAL 60,592,349 100.00
l. Dematerialisation of Shares & Liquidity
No. of Shareholders
1.26% The Shares of the Company are compulsorily traded
in dematerialised form by all categories of investors.
0.81% The Company has arrangements with both the
0.34% National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL), to
establish electronic connectivity of the shares for scrip
less trading. As on March 31, 2021, 99.75 % percent
97.59% shares of the Company were held in dematerialised
form.
Up to-500 501-1000 1001-5000 5001 & above Further, pursuant to amendment in Companies
(Prospectus and Allotment of Securities) Rules, 2014,
Total No. of Shareholders 3.54%
0.74% a Demat Account of the Company has been opened
1.49% with Alankit Assignments Limited (Registrar & Share
Transfer Agent) and the investment of the Company in
the form of securities in its unlisted subsidiaries have
been dematerialised in accordance with provisions
of the Depositories Act, 1996 and regulations made
there under. The Company has been issued with ISIN
in respect of the same.
94.23%
Liquidity of shares
Up to-500 501-1000 1001-5000 5001 & above The Shares of the Company are traded electronically
on the Bombay Stock Exchange Limited (BSE) and
Shareholding Pattern as on March 31, 2021 National Stock Exchange of India Limited (NSE). The
No. of Shares Percentage Company’s shares are included in indices of BSE-
Category held (face value of total
of Rs. 10/- each shareholding 500, and Small- mid cap index.
Promoters' Shareholding
m. Outstanding Global Depository receipts or American
Indian Promoters
Foreign Promoters 38,771,260 63.99
Depository Receipts or warrants or any convertible
Total Promoters' Holding 38,771,260 63.99 instruments, conversion rate and likely impact on
Public Shareholding equity
Mutual Fund and UTI 5,646,467 9.32
There are no outstanding GDRs/ ADRs/ Warrants or
Banks, Financial Institutions & 1,069,418 1.76
Insurance Companies any Convertible Instruments, which are likely to have
Foreign Portfolio Investors & 8,856,614 14.62 an impact on the equity of the Company.
Foreign Institutional Investors.
NRI/Foreign Nationals 452,926 0.75 n. Commodity Price Risk or foreign exchange risk
Private Corporate Bodies, 1,932,711 3.19 and hedging activities
Alternate Investment Fund & Trust
Individuals, HUF 3,862,953 6.38 During the Financial Year 2020-21, the Company had
Total Public Shareholding 2,18,21,089 36.01 managed the foreign exchange risk and hedged to the
Grand Total 6,05,92,349 100.00 extent considered necessary. The details of foreign
80
currency exposure are disclosed in Management No. of No. of

Particulars
Discussion & Analysis Report. shareholders shares
Share lying in unclaimed Suspense
o. Plant Locations 23 2,856
account at the beginning of the year
In view of the nature of the Company’s business viz., Shares claim settled during the
3 420
Information Technology (IT) Services and IT Enabled year
Services (ITeS), the Company operates from various Shares transferred to IEPF account
19 2,352
offices worldwide. during the year
Share lying in unclaimed Suspense
1 84
p. Registered Office: account at the end of the year
Coforge Limited (Erstwhile NIIT Technologies The voting rights on these shares shall remain frozen till
Limited), the rightful owner of such shares claims the shares.
8, Balaji Estate, Third Floor, Guru Ravi Das Marg,
s. Nomination Facility
Kalkaji, New Delhi - 110019, India
The Companies Act, 2013 has provided for a
Tel Nos. : 011-41029297 nomination facility to the Shareholders of the
Fax: + 011-26414900 Company. The Company is pleased to offer the facility
e-mail: investors@coforgetech.com of nomination to Shareholders and Shareholders may
avail this facility by sending the duly completed form
q. Address for correspondence to the Registered Officeof the Company/ Registrar
The shareholders may address their communication/ and Transfer Agent of the Company in case the
suggestions/ grievances /queries to: shareholding is in physical form. The shareholders
may obtain a copy of the said form from the Registered
The Compliance Officer
Office of the Company or can download it from the
Coforge Limited (Erstwhile NIIT Technologies Limited) website of the Company at www.coforgetech.com In
8, Balaji Estate, Third Floor, Guru Ravi Das Marg, case of demat holdings, the request may be submitted
Kalkaji, New Delhi – Tel Nos. : 011-41029297 to the Depository Participant.
Fax: + 011-26414900 t. Compliance Certificate
e-mail: – investors@coforgetech.com Certificate obtained from the Statutory Auditors of the
r. list of all credit ratings obtained by the entity along Company, confirming compliance with the conditions
with any revisions thereto during the relevant financial of Corporate Governance as stipulated in Para E of
year, for all debt instruments of such entity or any fixed Schedule V of the Listing Regulations as amended
deposit programme or any scheme or proposal of the from time to time, is annexed to this Report.
listed entity involving mobilization of funds, whether in
u. Statutory Compliance
India or abroad.
The Company has a system in place whereby Chief
List of all credit ratings can be accessed from the Financial Officer/Chief Executive Officer provides
website of CRISIL & the Company. Compliance Certificate to the Board of Directors
based on the confirmations received from business
s. Equity shares in Suspense Account:
heads/ unit heads of the Company relating to
Unclaimed shares compliance of various laws, rules, regulations and
In accordance with the requirement of Regulation guidelines applicable to their areas of operation. The
34(3) & Part F of Schedule V of SEBI (Listing Company takes appropriate steps after consulting
Obligations & Disclosure Requirements) Regulations, internally and if necessary, with independent legal
2015, the Company reports the following details in counsels to ensure that the business operations
respect of equity shares lying in Unclaimed Suspense are not in contravention of any laws. The Company
Account i.e. “Coforge Limited - Unclaimed Suspense takes all measures to register and protect Intellectual
Account” with Alankit Assignments Limited. Property Rights belonging to the Company.
The details of unclaimed shares of the Company for
v. (i) Transfer of Unclaimed/Unpaid amounts to the
the year ended March 31, 2021 as per Regulation 39
Investor Education & Protection Fund (‘IEPF’):
of Listing Regulations, are as under:
In terms of provisions of the Companies Act, 2013
81
read with Rules enacted therein, and all other (ii) Transfer of equity shares of the company,
applicable provisions, if any, all unclaimed/unpaid unclaimed dividends, other amounts and shares
dividend remaining unpaid/unclaimed for a period under section 125 of the Companies Act, 2013
of seven years from the date they became due for read with the Investor Education and Protection
payment, have been transferred to the Investor Fund Authority (Accounting, Audit, Transfer And
Education and Protection Fund of the Central Refund) Rules, 2016 to Investors Education &
Government. The Company transferred an amount of Protection Fund of the Authority
Rs. 2,011,653 which was due for the Financial Year As per Section 124(6) of the Act read with the IEPF
ended up to March 31, 2013 to the Investor Education Rules as amended, all the shares in respect of
and Protection Fund of the Central Government. No which dividend has remained unpaid/unclaimed for
claim shall lie against the Company for the amount seven consecutive years or more are required to be
so transferred prior to March 31, 2021, nor shall any transferred to an IEPF Demat Account notified by the
payment against any such claim. Authority. The Company has sent individual notices to
Pursuant to procedure stipulated in the Rules and all the shareholders whose dividends are lying unpaid/
can be claimed from IEPF authority by applying unclaimed against their name for seven consecutive
online at http://www.iepf.gov.in or http://www.iepf. years or more and also advertised on the Newspapers
gov.in/IEPFA/refund.htmlpursuant to Rule 3 of the seeking action from the shareholders. Shareholders
Investor Education and Protection Fund (Awareness are requested to claim the same as per procedure
& Protection of Investors Rules, 2001). laid down in the Rules. In case the dividends are not
Further, the Shareholders are requested to apply for claimed by the due date(s), necessary steps will be
revalidation/issue of demand drafts for the dividend for initiated by the Company to transfer shares held by the
the Financial Year ending March 31, 2014 on or before members to IEPF without further notice. Please note
July 30, 2021 after which any unpaid dividend amount that no claim shall lie against the Company in respect
for the Financial Year 2012-2013 will be transferred to of the shares so transferred to IEPF. In the event of
Investors Education and Protection Fund (IEPF) by transfer of shares and the unclaimed dividends to
the Company and any claim can be made from IEPF IEPF, shareholders are entitled to claim the same
authority by applying online at http://www.iepf.gov.in from IEPF by submitting an online application in the
or http://www.iepf.gov.in/IEPFA/refund.html prescribed Form IEPF-5 available on the website
www.iepf.gov.in and sending a physical copy of the
Information in respect of unclaimed dividend when due same duly signed to the Company along with the
for transfer to the Investors Education and Protection requisite The Board approved the transfer of shares
Fund (IEPF) is given below: in its meeting held on October 16, 2016 in order to
comply with the requirement for transferring shares
Date of
Financial Due date against which dividend has not been paid or claimed
Types of Dividend Declaration
Year of transfer for seven consecutive years.
of Dividend
The Company had recently sent letters individually
2013-14 Final Dividend 07-07-2014 06-08-2021
to the concerned shareholders whose shares are
2014-15 Final Dividend 03-08-2015 02-09-2022 liable to be transferred to the demat account of the
IEPF Authority, at their latest address registered with
2015-16 Final Dividend 01-08-2016 31-08-2023
the Company so that they can apply to the Company
2016-17 Final Dividend 03-08-2017 02-09-2024 with requisite details and documents and claim their
2017-18 Final Dividend 28-09-2018 27-09-2025 shares, if any. The Company has also uploaded full
details of such shareholders and shares due for
2018-19 Final Dividend NA NA transfer to the demat account of the IEPF Authority
2019-20 Final Dividend NA NA on its website at link https://www.coforgetech.com/
investors/statutory-disclosures
2019-20 1st Interim Dividend 23-10-2019 22-11-2026
Details of shares transferred to Investors Education
2019-20 2nd Interim Dividend 29-01-2020 28-02-2027 and Protection Fund Authority (Ministry of Corporate
2019-20 3rd Interim Dividend 05-05-2020 04-06-2027 Affairs Fund) account wherein dividend is remained
unpaid/unclaimed for continuous 7 years:-
82
No. of No. of y. Secretarial Certificates:

Particulars
shareholders shares
Reconciliation of Share Capital Audit
Shares transferred to IEPF account A Company Secretary in-Practice carries out a
868 78,607
during the Financial Year 2017-18
reconciliation of Share Capital Audit to reconcile
Shares transferred to IEPF account the total admitted capital with National Securities
221 11,537
during the Financial Year 2018-19 Depository Limited and Central Depository Services
Shares transferred to IEPF account (India) Limited (“Depositories”) and the total issued
121 5,754
during the Financial Year 2019-20 and listed capital. The audit confirms that the total
Shares transferred to IEPF account issued/paid-up capital is in agreement with the
104 6,150 aggregate of the total number of shares in physical
during the Financial Year 2020-21
form and total number of shares in dematerialized
Shares claim settled during the
1 25
Financial Year 2018-19 form held with Depositories.
Shares claim settled during the
5 480
Secretarial Certificates pursuant to Regulation 40(9)
Financial Year 2019-20 of the Listing Regulations, certificates, on half- yearly
Shares claim settled during the basis, have been issued by a Company Secretary
3 1,300
Financial Year 2020-21 in-Practice certifying that all certificates have been
Aggregate number of shareholders issued within thirty days of date of lodgement for
and the outstanding shares lying transfer, sub-division, consolidation, renewal and
1,305 100,243
in IEPF account at the end of the
exchange etc.
Financial Year 2020-21
z. Subsidiary Companies
w. Compliance Officer
In order to comply with the requirements of the SEBI
Mr. Lalit Kumar Sharma, is the Company Secretary and
(Listing Obligations & Disclosure Requirements)
Compliance Officer of the Company. The Compliance
Regulations, 2015, the Company has formulated a
officer can be contacted for any shareholder/investor
policy on material subsidiaries and posted the same
related matter of the Company. The contact no. is 011-
on the website of the Company pursuant to SEBI
41029297 & Fax No. 011-26414900 and e-mail ID is
investors@coforgetech.com. (Listing Obligations & Disclosure Regulations, 2015.
x. Code for prevention of Insider -Trading Practices

At present, the Company has two material subsidiaries
whose net worth exceeds 10% of the consolidated
In compliance with the SEBI (Prohibition of Insider
net worth of the holding company in the immediately
Trading) Regulations, 2015 on prevention of insider
trading, the Company has laid down a comprehensive preceding accounting year or has generated 10% of
code of conduct to regulate, monitor and report trading the consolidated income of the Company during the
in the shares of the Company, by its employees and previous financial year.
other connected persons. The Board revised the Code The Financials of Subsidiary Companies are tabled at
in its meeting held on March 20, 2019 in terms of the the Audit Committee and Board Meetings at regular
amendments in the Regulations. The Company has intervals (quarterly/annually). Copies of the Minutes
also laid down a Code on Fair Disclosure which deals of the Audit Committee/Board Meetings of Subsidiary
with the practices & procedures for fair disclosure of Companies are also placed before the Board members
unpublished price sensitive information. The Code(s)
at the subsequent Board Meetings for take note.
lays down guidelines for fair disclosure of unpublished
price sensitive information and advises the persons aa. Disclosure of Accounting Treatment of Financial
covered under the said Code(s)on procedures to be
Statements of the Company
followed and disclosures to be made, while dealing
The financial statements comply in all material
with shares of the Company and advising them of the
aspects with Indian Accounting Standards (Ind
consequences of violations. The URL of the same
AS) notified under Section 133 of the Companies
is: https://www.coforgetech.com/sites/default/files/
Act, 2013 (the Act) [Companies (Indian Accounting
inline-files/code-of-conduct-to-regulate-and-monitor-
Standards) Rules, 2015] and all amendments thereto
insider-trading-new.pdf
and other applicable & relevant provisions. The
83
financial statements up to year ended 31 March 2016 All transactions entered into with Related Parties as
were prepared in accordance with the accounting defined under the Companies Act, 2013 and SEBI
standards notified under Companies (Accounting (Listing Obligations & Disclosure Requirements),
Standard) Rules, 2006 (as amended) and other Regulations 2015 during the financial year were in the
relevant provisions of the Act. ordinary course of business and on an arms length
All assets and liabilities have been classified as pricing basis and do not attract the provisions of
current or non-current as per the Company’s Section 188 of the Companies Act, 2013. The same,
operating cycle and other criteria set out in the as per the provisions of SEBI (Listing Obligations &
Schedule III to the Companies Act, 2013. Based Disclosure Requirements), Regulations 2015 and
on the nature of Company’s business and the time all amendments thereto, were placed before the
between the acquisition of assets for processing and Audit Committee of the Company and are regularly/
their realisation in cash and cash equivalents, the periodically ratified and/or approved by the Board/
Company has ascertained its operating cycle as 12 Audit Committee respectively. For further details,
months for the purpose of current and non-current please refer to Notes, forming part of the Balance
classification of assets and liabilities. Sheet & notes to account of the Company.
Other Disclosures: Related Party Transactions Policy
a. The details pertaining to disclosures in relation to Pursuant to the recent amendment in SEBI (Listing
the Sexual Harassment of Women at Workplace Obligations & Disclosure Regulations, 2015,
(Prevention, Prohibition and Redressal) Act, 2013 applicable w.e.f. April 01, 2020, the Board has
is covered under Board Report. The company has approved a policy for related party transactions which
complied with provisions relating to the constitution has been uploaded on the Company’s website https://
of Internal Complaints Committee under the Sexual www.coforgetech.com/sites/default/files/inline-files/
Harassment of Women at Workplace (Prevention, policy-on-related-party-transactions-new.pdf
Prohibition and Redressal) Act, 2013.
ac. Strictures and Penalties
b. The Company paid a total fees for all services paid by
The Company has complied with the requirements
the Company and its subsidiaries, on a consolidated
of the Stock Exchange(s)/SEBI and Statutory
basis, for the FY ended March 31, 2021, to the
Authority(ies) on all matters related to the capital
statutory auditor and all entities in the network firm/
market during the last three years. There are no
network entity of which the statutory auditor is a part,
penalties or strictures imposed on the Company
is as follows:
by Stock Exchange(s) or SEBI or any Statutory
Amt in Authority(ies) relating to the above.
Particulars
INR (Millions)
ad. Vigil Mechanism/Whistle Blower Policy
Fees for audit and related services paid
to S.R. Batliboi & Associates LLP firms In view of the requirement as stipulated by Section
37.31 177 of the Companies Act, 2013 and the SEBI
and to entities of the network of which the
Statutory Auditor is a part (Listing Obligations & Disclosure Requirements),
Other fees paid to S.R. Batliboi & Associates Regulations 2015, the Company has complied with
LLP firms and to entities of the network of 12.71 all the provisions of the Section and has a Whistle
which the Statutory Auditor is a part Blower Policy duly approved by the Audit Committee
TOTAL 50.02 to report concerns about unethical behaviour, actual
& suspected frauds, or violation of Company’s Code
of Conduct and Ethics. The Company hereby affirms
OTHER DISCLOSURES
that no person has been denied access to the Audit
ab. Related Party Transactions Committee.
There are no materially significant related party The policy is uploaded on the website of the Company
transactions of the Company, which have a potential and the URL for the same is https://www.coforgetech.
conflict with the interests of the Company at large. com/sites/default/files/inline-files/whistle-blower-
The related party transactions (as per Accounting policy-new.pdf
Standard 18) and as per INDAS of the Company in
the ordinary course of business during the year April ae. Risk Management Framework
1, 2020to March 31, 2021 are reported under Note 28 As mentioned earlier in the Report, the Company has
of the Financial Statements. laid down procedures to inform the Board Members
84
about the Risk assessment and procedures. All the Compliance with mandatory and non-mandatory
designated officials submit quarterly reports, through requirements of the SEBI (Listing Obligations &
online risk management system, which is reviewed Disclosure Requirements) Regulations, 2015
periodically to ensure effective risk identification and a. Mandatory Requirements
management. The Company has complied with all the applicable
Internal Control mandatory requirements of the Listing Regulations.
The Company has a formal system of internal control
b. Non-mandatory Requirements
testing which examines both the design effectiveness
and operational effectiveness to ensure reliability of The Company has adopted following discretionary
financial and operational information and all statutory/ requirements of Regulation 27 (1) of the Listing
regulatory compliances. The Company has a strong Regulations:
monitoring and reporting process resulting in financial i. The Board:
discipline and accountability.
The Non-executive Chairperson’s Office is
af. Proceeds from the public issue/right issue/ maintained at Company’s expense. He is also
preferential issues/qualified institutional entitled for reimbursement of any expenses
placements and utilisation of proceeds etc. incurred for performance of his duties. – Not
There was no fresh public issue/right issue/ applicable
preferential issues or etc. during the Financial Year
2020-21 (except shares allotted under Employee ii. Shareholders Rights:
Stock Option Scheme of the Company).Accordingly The quarterly and half-yearly Financial Results
there is no utilisation. are published in widely circulated dailies and also
displayed on Company’s website. The Company
ag. Remuneration of Non- Executive Directors
sends Financial Statements along with Directors’
The Company has defined its criteria of making
report and Auditors’ report to all the Shareholders
payment of remuneration to its Non-Executive
every year.
Directors. The details are stated in the section
‘Nomination &Remuneration Policy’ of the Company. iii. Modified Opinion(s) in Audit Report
ah. Management Discussion and Analysis The Company’s Standalone and Consolidated
There is a separate part on Management Discussion Financial Statements are with unmodified audit
and Analysis in the Annual Report. opinion for the Financial Year ended on March
31, 2021
ai. Inter-se relationship between directors
There is no inter-se relationship between Directors of iv. Separate posts of Chairperson and CEO
the Company. During the year 2020-21, the Company
aj. The Company is having the following policies as continued to have separate persons in the post
per the SEBI (Listing Obligations & Disclosure of Chairperson and CEO.
Requirements) Regulations, 2015. URL for the
v. Reporting of Internal Auditor
policies are provided below:
The Internal Auditors reports to the Audit
Policy for Dividend Distribution -https://www.
Committee.
coforgetech.com/sites/default/files/ inline-files/
dividend-distribution-policy-new.pdf CERTIFICATE RELATING TO COMPLIANCE WITH
Policy for determining `material’ subsidiaries.: -https:// THE CODE OF CONDUCT FOR DIRECTORS/SENIOR
www.coforgetech.com/sites/default/files/ inline-files/ MANAGEMENT
policy-on-determining-matrial-subsidiaries-new.pdf This is to certify that as per SEBI (Listing Obligations &
Archival Policy on Preservation of Documents of the Disclosure Requirements), Regulations, 2015:
Company. https://www.coforgetech.com/sites/default/
1. The code of conduct has been laid down for all the
files/inline-files/Archival-policyuploaded.pdf
Board Members and Senior Management and other
Policy on determination of material/price sensitive employees of the Company.
information: https://www.coforgetech.com/sites/
2. The code of conduct has been posted on the website
default/files/inline-files/policy-on-materiality-of-
of the Company.
events-new.pdf
85
3. The Board members and Senior Management c. instances of significant fraud of which we are
personnel have affirmed compliance with the aware and the involvement therein, if any, of the
Company’s code of conduct for the year 2020-21. management or an employee having a significant
Sd/-
role in the Company’s internal control system over
Place :USA Sudhir Singh
financial reporting.
Chief Executive Officer &
Date : May 06, 2021 Executive Director Sd/- Sd/-
Sudhir Singh Ajay Kalra
CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND
Chief Executive Officer & Chief Financial Officer
CHIEF FINANCIAL OFFICER ON COMPLIANCE WITH Executive Director
THE CONDITIONS OF CORPORATE GOVERNANCE Place : USA Place : Gurugram
UNDER REGULATION 17(8) & PART E OF SCHEDULE V
Date : May 06, 2021 Date : May 06, 2021
OF THE SEBI (LISTING OBLIGATIONS & DISCLOSURE
REQUIREMENTS), REGULATIONS, 2015
Independent Auditor’s Report on compliance with
To, the conditions of Corporate Governance as per
The Board of Directors provisions of Chapter IV of Securities and Exchange
Coforge Limited Board of India (Listing Obligations and Disclosure
(Erstwhile NIIT Technologies Limited) Requirements) Regulations, 2015
8, Balaji Estate, Third Floor, The Members of Coforge Limited
Guru Ravi Das Marg, 8, Balaji Estate, Guru Ravi Das Marg,
Kalkaji, New Delhi – 110019 Kalkaji, New Delhi- 110019
We hereby certify that for the Financial Year 2020-21 1. The Corporate Governance Reportprepared by
1. We have reviewed the financial statements and
(hereinafter the “Company”), contains details as
the cash flow statement and that to the best of our
specified in regulations 17 to 27, clauses (b) to (i) of
knowledge and belief: -
sub – regulation (2) of regulation 46 and para C, D,
(a) These statements do not contain any materially
and E of Schedule V of the Securities and Exchange
untrue statement or omit any material fact or contain
Board of India (Listing Obligations and Disclosure
statements that might be misleading.
Requirements) Regulations, 2015, as amended (“the
(b) These statements together present a true and fair
Listing Regulations”) (‘Applicable criteria’) for the year
view of the Company’s affairs and are in compliance
ended March 31, 2021 as required by the Company
with existing accounting standards, applicable laws
for annual submission to the Stock exchange.
and regulations.
2. There are, to the best of our knowledge and belief, no Management’s Responsibility
transactions entered into by the Company during the 2. The preparation of the Corporate Governance
year 2020-21 which are fraudulent, illegal or violate Report is the responsibility of the Management of the
the Company’s code of conduct. Company including the preparation and maintenance
3. We accept responsibility for establishing and of all relevant supporting records and documents.
maintaining internal controls for financial reporting This responsibility also includes the design,
and that we have evaluated the effectiveness of the implementation and maintenance of internal control
internal control systems of the Company pertaining relevant to the preparation and presentation of the
to financial reporting and we have disclosed to the Corporate Governance Report.
Auditors and the Audit Committee those deficiencies, if 3. The Management along with the Board of Directors
any, of which we are aware, in the design or operation are also responsible for ensuring that the Company
of the internal control systems and the steps we have complies with the conditions of Corporate Governance
taken or propose to take to rectify these deficiencies. as stipulated in the Listing Regulations, issued by the
4. We have indicated to the Auditors and the Audit Securities and Exchange Board of India.
Committee: Auditor’s Responsibility
a. significant changes, if any, in internal control over 1. Pursuant to the requirements of the Listing Regulations,
financial reporting during this year. our responsibility is to provide a reasonable assurance
b. significant changes, if any, in accounting policies in the form of an opinion whether, the Company has
during this year 2020-21 and that the same have been complied with the conditions of Corporate Governance
disclosed in the notes to the financial statements; and as specified in the Listing Regulations.
86
2. We conducted our examination of the Corporate party transactions have been pre-approved prior
Governance Report in accordance with the Guidance by the audit committee.
Note on Reports or Certificates for Special Purposes viii Performed necessary inquiries with the
and the Guidance Note on Certification of Corporate management and also obtained necessary
Governance, both issued by the Institute of Chartered specific representations from management.
Accountants of India (“ICAI”). The Guidance Note on 8. The above-mentioned procedures include examining
Reports or Certificates for Special Purposes requires evidence supporting the particulars in the Corporate
that we comply with the ethical requirements of the Governance Report on a test basis. Further, our
Code of Ethics issued by the Institute of Chartered scope of work under this report did not involve us
Accountants of India. performing audit tests for the purposes of expressing
3. We have complied with the relevant applicable an opinion on the fairness or accuracy of any of the
requirements of the Standard on Quality Control financial information or the financial statements of the
(SQC) 1, Quality Control for Firms that Perform Audits Company taken as a whole.
and Reviews of Historical Financial Information, and Opinion
Other Assurance and Related Services Engagements. 9. Based on the procedures performed by us, as referred
4. The procedures selected depend on the auditor’s in paragraph 7 above, and according to the information
judgement, including the assessment of the and explanations given to us, we are of the opinion
risks associated in compliance of the Corporate that the Company has complied with the conditions
Governance Report with the applicable criteria. of Corporate Governance as specified in the Listing
Summary of procedures performed include: Regulations, as applicable for the year ended March
i. Read and understood the information prepared 31, 2021, referred to in paragraph 1 above.
by the Company and included in its Corporate Other matters and Restriction on Use
Governance Report; 10. This report is neither an assurance as to the
ii. Obtained and verified that the composition of the future viability of the Company nor the efficiency
Board of Directors with respect to executive and or effectiveness with which the management has
non-executive directors has been met throughout conducted the affairs of the Company.
the reporting period; 11. This report is addressed to and provided to the
iii. Obtained and read the Register of Directors as members of the Company solely for the purpose of
on March 31, 2021 and verified that atleast one enabling it to comply with its obligations under the
independent woman director was on the Board of Listing Regulations with reference to compliance with
Directors throughout the year; the relevant regulations of Corporate Governance
iv Obtained and read the minutes of the following and should not be used by any other person or for
committee meetings / other meetings held from any other purpose. Accordingly, we do not accept
April 01, 2020 to March 31, 2021: or assume any liability or any duty of care or for
(a) Board of Directors; any other purpose or to any other party to whom it
(b) Audit Committee; is shown or into whose hands it may come without
(c) Annual General Meeting (AGM) our prior consent in writing. We have no responsibility
(d) Nomination and Remuneration Committee; to update this report for events and circumstances
(e) Stakeholders Relationship Committee; occurring after the date of this report.
(f) Risk Management Committee For S.R. Batliboi & Associates LLP
v. Obtained necessary declarations from the Chartered Accountants
directors of the Company.
ICAI Firm Registration Number: 101049W/E300004
vi Obtained and read the policy adopted by the
Company for related party transactions. ______________________________
vii Obtained the schedule of related party per Vineet Kedia
Partner
transactions during the year and balances at the
Membership Number: 212230
year- end. Obtained and read the minutes of the
UDIN: 21212230AAAAB03771
audit committee meeting where in such related
Place of Signature: Mumbai
Date: May 06, 2021
87
INDEPENDENT AUDITOR’S REPORT

To the Members of Coforge Limited (erstwhile NIIT Technologies Limited)
Report on the Audit of the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying standalone Ind AS financial statements of Coforge Limited (Erstwhile NIIT
Technologies Limited) (“the Company”), which comprise the Balance sheet as at March 31 2021, 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 Ind AS 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
Ind AS 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, 2021, its profit including other comprehensive income its cash flows
and the changes in equity for the year ended on that date.
Basis for Opinion

We conducted our audit of the standalone Ind AS 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 Ind AS 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 Ind AS financial statements.
Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
standalone Ind AS financial statements for the financial year ended March 31, 2021. These matters were addressed in
the context of our audit of the standalone Ind AS 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.
Key audit matters How our audit addressed the key audit matter
Recoverability of trade receivables and unbilled revenue related to Government Customers
As at March 31, 2021, the Company has outstanding trade Our audit procedures included:
receivables and unbilled revenue relating to Government a) We evaluated the Company’s processes and controls relating to
customers in India. The appropriateness of the allowance for the monitoring of trade receivables from Government customers.
doubtful trade receivables pertaining to Government customers
b)
We performed procedures relating to obtaining evidence of
in India is subjective due to the high degree of significant
receipts from the trade receivables after the period end on test
judgement applied by management in determining the
check basis.
impairment provision.
c)
We inquired management about the recoverability status and
reviewed communication received from the government customer.
Refer Note 5(iii) (ii) and 5(iv) to the Standalone Ind AS Financial
d)
We evaluated management’s assumptions used to determine
Statements.
the impairment amount, through analysis of ageing of trade
receivables, assessment of material overdue individual trade
receivables and risks specific to the Government customers.
88
We have determined the matter described below to be the key audit matter to be communicated in our report. We have
fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone Ind AS financial
statements section of our report, including in relation to this matter. Accordingly, our audit included the performance
of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS
financial statements. The results of our audit procedures, including the procedures performed to address the matter
below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.
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 Report and Report on Corporate Governance,
but does not include the standalone Ind AS financial statements and our auditor’s report thereon.
Our opinion on the standalone Ind AS 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 Ind AS financial statements, our responsibility is to read the other information
and, in doing so, consider whether such other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these standalone Ind AS 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 judgements 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 Ind AS 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 Ind AS financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
89
•• Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suf-
ficient 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 appro-
priate 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.
•• 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 signifi-
cant 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 Ind AS financial statements, including
the disclosures, and whether the standalone Ind AS 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 Ind AS financial statements for the financial year ended March 31, 2021 and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters
specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income,
the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with
the books of account;
90
(d) In our opinion, the aforesaid standalone Ind AS 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, 2021 taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2021 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 over financial reporting of the Company with
reference to these standalone Ind AS 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, 2021 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:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS
financial statements – Refer Note 29 to the standalone Ind AS 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 14(i) and 25(i)
to the standalone Ind AS 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.
For S.R. Batliboi & Associates LLP

Chartered Accountants
______________________________
per Vineet Kedia
Partner
UDIN: 21212230AAAABM4687

Date: May 06, 2021
91
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 (erstwhile NIIT Technologies Limited) (“the company”)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
fixed assets.
(b) All fixed assets were physically verified by the management in accordance with the planned programme of verifying
in phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies were noticed on such verification conducted during
the financial year.
(c) According to the information and explanations given by the management and audit procedures performed by us, the
title deeds of immovable properties included in property, plant and equipment are held in the name of the company.
(ii) According to the information and explanation given to us, the Company procures inventories specifically for the purpose
of executing certain contracts and there is no inventory lying with the Company or in transit as at the year end.
(iii) According to the information and explanations given to us and audit procedures performed by us, the Company has not
granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in
the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a),
(b) and (c) of the Order are not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, there are no loans in respect of which
provisions of section 185 of the Companies Act, 2013 are applicable and hence not commented upon. In our opinion
and according to the information and explanation given to us, provisions of section 186 of the Companies Act, 2013 in
respect of investments made and guarantees given have been complied with by the Company.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies
(Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not
applicable.
(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost
records under Section 148(1) of the Companies Act, 2013, for the products/services of the Company.
(vii) (a) U
ndisputed statutory dues including provident fund, employees’ state insurance, income tax, sales-tax, service
tax, duty of custom, value added tax, goods and services tax, cess and other statutory dues have generally been
regularly deposited with the appropriate authorities. The provisions relating to duty of excise is not applicable to the
Company.
(b) A
ccording to the information and explanations given to us and audit procedures performed by us, no undisputed
amounts payable in respect of provident fund, employees’ state insurance, income-tax, service tax,sales-tax,duty
of custom,value added tax,goods and services tax,cess and other statutory dues were outstanding, at the year
end, for a period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of income tax on account of any dispute, are as
follows:
Name of Statute Nature of Dues Amounts under Period to which amount Forum where dispute is pending
dispute (Rs.) relates
Income Tax Act, 1961 Income tax 48,428,318 Assessment Year 2006-07 High Court
Income Tax Act, 1961 Income tax Interest 3,889,983 Assessment Year 2007-08 High Court
Income Tax Act, 1961 Income tax 1,071,687 Assessment Year 2008-09 High Court
Income Tax Act, 1961 Income tax Interest 67,757,486 Assessment Year 2009-10 Income Tax Appellate Tribunal
20,851,525
Income Tax Act, 1961 Income tax Interest 439,716 Assessment Year 2010-11 Income Tax Appellate Tribunal
111,484
7,102,295
1,150,449
Income Tax Act, 1961 Income tax 5,198,959 Assessment Year 2016-17 Commissioner of Income Tax (Appeals)
92
(viii) In our opinion and according to the information and explanations given by the management, the Company has
not defaulted in repayment of loans or borrowing to a financial institution or bank. The Company did not have any
outstanding loans or borrowing dues in respect of government or dues to debenture holders.
(ix) According to the information and explanations given by the management and audit procedures performed by us, the
Company has not raised any money by way of initial public offer / further public offer / debt instruments and term loans
hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the standalone Ind
AS financial statements and according to the information and explanations given by the management, we report that
no fraud by the company or no fraud on the company by the officers and employees of the Company has been noticed
or reported during the year.
(xi) According to the information and explanations given by the management and audit procedures performed by us, the
managerial remuneration has been provided in accordance with the requisite approvals mandated by the provisions of
section 197 read with Schedule V to the Companies Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not
applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management and audit procedures performed by us,
transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where
applicable and the details have been disclosed in the notes to the standalone Ind AS financial statements, as required
by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the
company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures
during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company
and, not commented upon.
(xv) According to the information and explanations given by the management and audit procedures performed by us, the
Company has not entered into any non-cash transactions with directors or persons connected with him as referred to
in section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India
Act, 1934 are not applicable to the Company.

per Vineet Kedia

Partner
Place of Signature:Mumbai
Date: May 06, 2021
93
ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE IND AS
FINANCIAL STATEMENTS OF COFORGE LIMITED (ERSTWHILE NIIT TECHNOLOGIES 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 Ind AS financial statements of Coforge
Limited (erstwhile NIIT Technologies Limited) (“the Company”) as of March 31, 2021 in conjunction with our audit of the
standalone Ind AS financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the
internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to these standalone
Ind AS 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 Ind AS 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 Ind AS financial statements and their operating effectiveness. Our audit of internal
financial controls with reference to standalone Ind AS financial statements included obtaining an understanding of
internal financial controls with reference to these standalone Ind AS 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 Ind AS financial statements.
Meaning of Internal Financial Controls With Reference to these Standalone Ind AS Financial Statements
A company’s internal financial controls with reference to standalone Ind AS 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 Ind AS 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.
94
Inherent Limitations of Internal Financial Controls With Reference to Standalone Ind AS Financial Statements
Because of the inherent limitations of internal financial controls with reference to standalone Ind AS 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 standalone Ind AS financial statements to future periods are subject to the risk that the internal financial control with
reference to standalone Ind AS 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
Ind AS financial statements and such internal financial controls with reference to standalone Ind AS financial statements
were operating effectively as at March 31, 2021, 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.

______________________________
per Vineet Kedia
Partner

Date: May 06, 2021
95
Coforge Limited (erstwhile NIIT Technologies Limited) (All amounts in Rs Mn., unless otherwise stated)
(CIN: L72100DL1992PLC048753)
Balance Sheet
Particulars Notes As at 31 March 2021 As at 31 March 2020
ASSETS
Non-current assets
Property, plant and equipment 3 3,663 3,792
Right-of-use assets 31 111 151
Capital work-in-progress 3 2 3
Goodwill 4 21 21
Other intangible assets 4 32 156
Financial assets
Investments 5 (i) 8,424 8,255
Other financial assets 5 (iii) 495 272
Deferred tax assets (net) 6 1,227 1,095
Other non-current assets 7 193 117
Total non-current assets 14,168 13,862
Current Assets
Financial assets
Investments 5 (ii) 124 117
Trade receivables 5 (iv) 3,013 4,012
Cash and cash equivalents 5 (v) 4,006 4,138
Other Bank balances 5 (vi) 17 296
Other financial assets 5 (iii) 434 445
Current tax assets (net) 8 189 100
Other current assets 9 546 491
Total current assets 8,329 9,599
Total Assets 22,497 23,461
EQUITY AND LIABILITIES
Equity
Equity share capital 10 606 625
Other equity
Reserves and surplus 11 17,360 19,316
Other reserves 12 85 (190)
Total equity 18,051 19,751
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 13 (a) (i) 3 45
Trade payables
Total outstanding dues of micro enterprises and small enterprises 13 (a) (ii) - -
Total outstanding dues of creditors other than micro enterprises and 13 (a) (ii) 136 118
small enterprises
Other financial liabilities 13 (a) (iii) 93 143
Provisions 14 (i) & (ii) 473 470
Other non current liabilities 15 163 -
Total non-current liabilities 868 776
Current liabilities
Trade payables
Total outstanding dues of micro enterprises and small enterprises 13 (b) (i) 153 56
Total outstanding dues of creditors other than micro enterprises and 13 (b) (i) 1,810 1,326
small enterprises
Other financial liabilities 13 (b) (ii) 263 447
Current tax Liabilities (net)
Provisions 14 (i) & (ii) 33 127
Other current liabilities 16 1,319 978
Total current liabilities 3,578 2,934
Total liabilities 4,446 3,710
Total Equity and Liabilities 22,497 23,461
The accompanying notes are an integral part of the financial statements
As per our report of even date
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 : New Jersey, USA Place : Mumbai
Date : May 6, 2021 Date : May 6, 2021
Vineet Kedia Ajay Kalra Lalit Kumar Sharma

Partner Chief Financial Officer Company Secretary &
Membership No.212230 Legal Counsel
Place : Mumbai Place : Gurugram Place : Noida
Date : May 6, 2021 Date : May 6, 2021 Date : May 6, 2021
96
Notes toLimited
Coforge the financial Statements
(erstwhile NIIT Technologies Limited) (All amounts in Rs.
(All amounts Mn
in Rs unless
Mn., otherwise
unless otherwise stated)
stated)
(CIN: L72100DL1992PLC048753)
Statement of Profit and Loss
Year ended Year ended
Particulars Notes
31 March 2021 31 March 2020
Revenue from operations 17 24,124 22,310
Other income 18 1,056 2,846
Total income 25,180 25,156
Expenditure
Purchase of stock-in-trade 1,169 535
Employee benefit expense 19 15,941 14,175
Depreciation and amortization expense 20 962 902
Other expenses 21 4,216 4,593
Finance costs 22 58 78
Total expenses 22,346 20,283
Profit before tax 2,834 4,873
Income tax expense: 23
Current tax 537 718
Deferred tax (102) (70)
Total tax expense 435 648
Profit for the year 2,399 4,225
Other comprehensive income/(loss)
Items that will be reclassified to profit or loss
Deferred gains/(loss) on cash flow hedges 370 (466)
Income tax relating to items that will be reclassified to profit or loss (95) 120
12 275 (346)
Items that will not be reclassified to profit or loss
Remeasurement of post - employment benefit obligations - (7)
(expense) / income
Income tax relating to items that will not be reclassified to - 2
profit or loss
- (5)
Other comprehensive income/ (loss) for the year, net of tax 275 (351)
Total comprehensive income for the year 2,674 3,874
Earnings per equity share (of Rs 10 each) for profit from operations attributable to owners of Coforge Limited:
Basic earnings per share 33 39.32 67.93
Diluted earnings per share 33 38.59 67.53

Date : May 6, 2021 Date : May 6, 2021
Ajay Kalra Lalit Kumar Sharma

Vineet Kedia Chief Financial Officer Company Secretary & Legal Counsel
Partner
Membership No.212230

97
(CIN: L72100DL1992PLC048753)
Statement of Changes in Equity
a. Equity Share Capital
Particulars Number Amount
As at 1 April 2019 61,783,874 615
Changes in equity share capital 710,685 7
As at 31 March 2020 62,494,559 625
Issue of Shares 54,080 1
Shares extinguished on buy back (1,956,290) (20)
As at 31 March 2021 60,592,349 606
b. Other Equity
Reserves and surplus Other reserves
Description Total
Capital reserve Capital redemption reserve Securities premium reserve Employee stock option General reserves Retained earnings Cash flow hedging reserve
Balance at 1 April 2019 6 17 614 180 1,873 13,575 156 16,421
Profit for the year - - - - - 4,225 - 4,225
Other comprehensive income - - - - - (5) (346) (351)
Total Comprehensive Income for the year - - - - - 4,220 (346) 3,874
Shares issued for exercised options - - 279 - - - - 279
Impact on fair valuation of employee stock options - - - 63 - - - 63
Transferred from stock options outstanding on exercised options - - 160 (160) - - - -
Effect of adoption of Ind AS 116 Leases (Note 31 ) - - - - - (32) - (32)
Merger reserve - - - - - - - -
Dividend paid - - - - - (1,249) - (1,249)
Corporate dividend tax * - - - - - (219) - (219)
Others - - - - - (11) - (11)
98
Balance at 31 March 2020 6 17 1,053 83 1,873 16,284 (190) 19,126
* Subsidiary has declared the dividend on which Dividend distribution tax was paid by the subsidiary which has been adjusted with dividend tax liability to be payable on dividend distributed by the Company pursuant to the provisions of Income Tax Act, 1961.
Reserves and surplus Other reserves
Description
Capital reserve Capital redemption reserve Securities premium reserve Employee stock option General reserves Retained earnings Cash flow hedging reserve Total
Balance at 1 April 2020 6 17 1,053 83 1,873 16,284 (190) 19,126
Profit for the year - - - - 2,399 - 2,399
Other comprehensive income - - - - - - 275 275
Total Comprehensive Income for the year - - - - - 2,399 275 2,674
Shares issued for exercised options - - 17 - - - - 17
Impact on fair valuation of employee stock options - - - 462 - - - 462
Effect of adoption of Ind AS 116 Leases (Note 31 ) - - - - - - - -
Transferred from stock options outstanding on exercised options - - 22 (22) - - - -
Buy Back - 19 (1,053) - (250) (2,863) - (4,147)
Dividend paid [Note 26(b)] - - - - - (687) - (687)
Corporate dividend tax # - - - - - - - -
Balance at 31 March 2021 6 36 39 523 1,623 15,133 85 17,445
# The Finance Act 2020 has repealed the Corporate Dividend Tax (CDT). The Company is now required to pay/distribute dividend after deducting applicable taxes.
Date : May 6, 2021 Date : May 6, 2021
Partner Chief Financial Officer Company Secretary & Legal Counsel
(CIN: L72100DL1992PLC048753)
Statement of Cash Flows
Particulars
31 March 2021 31 March 2020
Cash flow from operating activities
Adjustments for:
Depreciation and amortisation expense 962 902
Loss on disposal of property, plant and equipment (net) 14 11
Dividend income from financial assets at amortised cost (682) (1,246)
Interest income from financial assets at amortised cost (30) (55)
Interest and finance charges 9 10
Gain on sale / closure of subsidiary - (913)
Gain on sale of investments - (323)
Unrealized gain on fair valuation of current investments (8) 168
Employee share-based payment expense 356 63
Provision for doubtful debts & contract assets (net) 246 49
Provision for customer contracts written back (87) (97)
Unwinding of discount - Finance Income (27) (13)
Unwinding of discount - Finance Cost 30 52
783 (1,392)
Changes in operating assets and liabilities
Decrease/ (Increase) in trade receivables 830 (885)
Decrease/ (Increase) in other financial assets (93) (229)
Decrease/(Increase) in other assets (160) 71
(Increase)/Decrease in other bank balances 279 (29)
Increase /(Decrease) in trade payables 631 621
Increase /(Decrease) in provisions (4) (68)
Increase /(Decrease) in other current liabilities 504 32
Cash generated/(used) from operations 1,987 (487)
Income taxes paid (754) (715)
Net cash (outflow) / inflow from operating activities 4,850 2,279
Cash flow from investing activities

Purchase of Property, plant and equipment (631) (608)
Proceeds from sale of Property, plant and equipment 18 18
Payments for investment in subsidiaries (169) (953)
Purchase of subsidiaries - (1,494)
Proceeds from sale of investment in subsidiary - 897
Distribution on closure of subsidiary - 25
Payments for purchase of current investments in mutual funds - (6,364)
Proceeds from sale of current investments in mutual funds - 9,250
Dividend received from financial assets at amortised cost 682 1,246
Interest received from financial assets at amortised cost 58 43
Net cash (outflow) / inflow from investing activities (42) 2,060
Cash flow from financing activities (Refer note 39)

Payment for buy back of own equity shares (4,166) (11)
Proceeds from issue of shares (including securities premium) 18 286
Repayment of borrowings (22) (36)
Repayment of lease liabilities (58) (49)
Interest paid (26) (49)
Dividends paid to Company's shareholders (686) (1,469)
Net cash outflow from financing activities (4,940) (1,328)
99
(CIN: L72100DL1992PLC048753)
Statement of Cash Flows

Particulars
31 March 2021 31 March 2020
Net (decrease)/increase in cash and cash equivalents (132) 3,011
Cash and cash equivalents at the beginning of the financial year 4,138 1,127
Cash and cash equivalents at the end of the financial year 4,006 4,138
Reconciliation of cash and cash equivalents as per the cash flow statement
Cash and cash equivalents as per above comprise of the following [note 5(v)]
Cash on hand - -
Cheques, drafts on hand - 2
Balances with Banks 3,326 2,056
Fixed deposit accounts (less than 3 months maturity) 680 2,080
Total [Refer note no. 5(v)] 4,006 4,138
For S.R Batliboi & Associates LLP Sudhir Singh Hari Gopalakrishnan
Date : May 6, 2021 Date : May 6, 2021

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Notes to the financial Statements (All amounts in Rs. Mn unless otherwise stated)
Background
Coforge Limited (erstwhile NIIT Technologies 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 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 Company is a public listed Company and is
listed on Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). These financial statements were authorised for issue
in accordance with a resolution of the directors on 06 May 2021.
On 14 June 2020, the Shareholders of the Company have approved the proposed change in name of the Company from “NIIT Technologies
Limited” to “Coforge Limited”. The name of the Company has been changed from “NIIT Technologies Limited” to “Coforge Limited” w.e.f. 03
August 2020 vide certificate of incorporation pursuant to change of name issued by the Ministry of Corporate Affairs, Government of India.
1 Significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies
have been consistently applied to all the years presented, unless otherwise stated.
(a) Basis of preparation

(i) Compliance with Ind AS

The standalone financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section
133 of the Companies Act, 2013 (the Act) [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) and other
relevant provisions of the Act. The Company adopted Ind AS effective 01 April 2015.
(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 contingent consideration that are measured at fair value;
- defined benefit plans - plan assets measured at fair value; and
- share-based payments
(iii) 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.
(b) Use of Estimates

The preparation of financial statements in conformity with Ind AS requires the management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, costs, expenses and other comprehensive income that are reported and
disclosed in the financial statements and accompanying notes. 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
accounting for costs expected to be incurred to complete performance under Information Technology service arrangements, allowance
for uncollectible accounts receivables and unbilled revenue, accrual of warranty costs, income taxes, valuation of share-based
compensation, future obligations under employee benefit plans, the useful lives of property, plant & equipment and intangible assets,
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impairment of property, plant & equipment, intangibles and goodwill, valuation allowances for deferred tax assets, financial liability for
future acquisition and other contingencies and commitments. Changes in estimates are reflected in the financial statements in the
period in which the changes are made. Actual results could differ from those estimates.
The Company has considered the possible effects that may result from COVID-19 on the carrying amount of receivables, unbilled
revenue, goodwill and intangible assets. In developing the assumption relating to the possible future uncertainties in the global
conditions because of the pandemic, the Company, as on date of approval of these financial statements, used internal and external
sources of information. The Company has performed sensitivity analysis on the assumptions used and based on current estimates
expects the carrying amount of these assets will be recovered. The impact of COVID-19 on the standalone financial statements may
differ from that estimated as at the date of approval of these financial statements.
(c) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of the Company is measured using the currency of the primary economic environment in
which the Company operates (the 'functional currency'). Financial statements of the Company are presented in Indian Rupee (INR),
which is the Company's functional and presentation currency.
(ii) Transactions and balances
All foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the functional
currency and the foreign currency at the monthly rate. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates
are generally recognized in profit or loss.
As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign currency are
reported using the exchange rate at the date of the transaction. All monetary assets and liabilities in foreign currency are restated at
the end of the accounting period. Exchange difference on restatement of all other monetary items are recognized in the Statement
of Profit and Loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign
operation and translated at the closing rates.
(d) Revenue from operations

The Company derives revenues primarily from business IT services comprising of software development and related services,
consulting and package implementation and from the licensing of software products and platforms across our core and digital
offerings (“together called as software related services”).
Effective April 1, 2018, the Company adopted Ind AS 115 “Revenue from Contracts with Customers” using the cumulative catch-
up transition method, applied to contracts that were not completed as at April1, 2018. In accordance with the cumulative catch-up
transition method, the comparatives have not been retrospectively adjusted. The following is a summary of new and/or revised
significant accounting policies related to revenue recognition. The effect on adoption of Ind AS 115 was insignificant.
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the
consideration we expect to receive in exchange for those products or services. The Company presents revenues net of indirect taxes
in its statement of Profit and loss.
Arrangements with customers for software related services are either on a time-and-material basis, fixed-price, fixed capacity/fixed
monthly or on transaction based .
Revenue on time-and-material contracts are recognized over time as the related services are performed.
Revenue from fixed-price, fixed-capacity/ fixed monthly contracts, where the performance obligations are satisfied over time
and where there is no uncertainty as to measurement or collectability of consideration, is recognized as per the percentage-of
completion method. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until
such uncertainty is resolved. Efforts or costs expended have been used to measure progress towards completion as there is a direct
relationship between input and productivity. ]
Maintenance / warranty revenue is recognized over the term of the underlying maintenance / warrantee arrangement.
Transaction based revenue is recognised by multiplying transaction rate to actual transaction taken place during a period.
Revenues in excess of invoicing are treated as contract assets (which we refer as unbilled revenue) while invoicing in excess of
revenues are treated as contract liabilities (which we refer to as deferred revenues). The Company classifies amounts due from
customer as receivable or unbilled revenue 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 unbilled revenue.
In arrangements for software development and related services and maintenance services, the Company has applied the guidance
in Ind AS 115, Revenue from contract with customers, by applying the revenue recognition criteria for each distinct performance
obligation. The arrangements with customers generally meet the criteria for considering software development and related services
as distinct performance obligations. For allocating the transaction price, the Company has measured the revenue in respect of each
performance obligation of a contract at its relative standalone selling price. The price that is regularly charged for an item when sold
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separately is the best evidence of its standalone selling price. In cases where the Company is unable to determine the standalone
selling price, the Company uses the expected cost plus margin approach in estimating the standalone selling price. For software
development and related services, the performance obligations are satisfied as and when the services are rendered since the
customer generally obtains control of the work as it progresses.
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. The cost for third party licenses are recorded as part of 'Other Production Costs'.
Arrangements to deliver software products generally have three elements: license, implementation and Annual Maintenance
Services. The Company has applied the principles under Ind AS 115 to account for revenues from these performance obligations.
When implementation services are provided in conjunction with the licensing arrangement and the license and implementation
have been identified as two separate performance obligations, the transaction price for such contracts are allocated to each
performance obligation of the contract based on the relative standalone selling prices. In the absence of standalone selling price for
implementation, the performance obligation is estimated using the expected cost plus margin approach. Where the license is required
to be substantially customized as part of the implementation service the entire arrangement fee for license and implementation is
considered to be a single performance obligation and the revenue is recognized using the percentage-of-completion method as the
implementation is performed.
The Company accounts for discounts and incentives to customers as a reduction of revenue based on the relatable allocation of
the discounts/ incentives to each of the underlying performance obligation. Also, when the level of discount varies with increases in
levels of revenue transactions, the Company recognizes the liability based on its estimate of the customer's future purchases. If it is
probable that the criteria for the discount will not be met then discount is not recognized until the payment is probable. The Company
recognizes changes in the estimated amount of obligations for discounts in the period in which the change occurs.
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.
(e) Income tax
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 overseas branches operate and generate taxable income. Management periodically
evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It
establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax basis of assets
and liabilities and their carrying amounts in the financial statements. 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
Company 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.
Current tax and deferred tax are recognized in Statement of Profit and 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 in a year is charged to the statement of profit and loss as current tax. The Company recognizes
MAT credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax
during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the Company
recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum
Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and
shown as “MAT Credit Entitlement.” The Company reviews the “MAT credit entitlement” asset at each reporting date and writes down
the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period.
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(f) Leases
The Company has adopted Ind AS 116 "Leases" from 01 April 2019.
The Company as a lessee

The Company’s lease asset classes primarily consist of leases for land and buildings. 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 liability is initially measured at amortized cost at the present value of the future lease payments. 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. Lease liabilities are remeasured with a corresponding adjustment to the related right-of-use asset
if the Company changes its assessment of whether it will exercise an extension or a termination option.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as
financing cash flows.
The Company as a lessor

Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as
operating leases. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the
leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue
in the period in which they are earned.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Company to the
lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company’s net investment in the leases.
Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment
outstanding in respect of the lease.
(g) Impairment of non-financial assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment,
or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment
annually, or more frequently if events or changes in circumstances indicate that they might be impaired whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by
which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is higher of an asset's fair value less
cost of disposal or value in use. For the purpose of assessing impairment, assets are compared at the lowest levels for which there
are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or a Company of assets
(cash generating units). Non-financial assets, other than goodwill, that suffer an impairment are reviewed for possible reversal of the
impairment at the end of each reporting period.
(h) 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.
Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
(i) Trade receivables

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest
method, less provision for impairment.
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(j) 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.
(k) 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)
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 Company. After initial measurement, such financial assets are subsequently measured at
amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance 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 (FVTOCI): 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 Profit and loss. On derecognition of the asset, cumulative
gain or loss previously recognised in OCI is reclassified from the equity to Profit and loss. 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. Debt instruments included within the
FVTPL category are measured at fair value with all changes recognized in the Profit and loss
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 Company may make an irrevocable election to present in other comprehensive income subsequent
changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on
initial recognition and is irrevocable.
If the Company 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 Profit and loss, even on sale of investment.
However, the Company 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 Profit and loss
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(iii) Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily
derecognised (i.e. removed from the Company’s balance sheet) when:
► The rights to receive cash flows from the asset have expired, or
► The Company 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 Company has transferred
substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks
and rewards of the asset, but has transferred control of the asset.
When the Company 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 Company continues to recognise the
transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated
liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the
Company 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 Company could be required to repay.
(iv) Impairment of financial assets

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of
impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, trade
receivables and bank balance
b) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the
scope of Ind AS 18.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on:
► Trade receivables or contract revenue receivables; and
► All lease receivables resulting from transactions within the scope of Ind AS 116
The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment
loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash
flows that the Company expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the cash flows,
an Company is required to consider:
► All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life

of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably,
then the Company is required to use the remaining contractual term of the financial instrument
► Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms
(v) Investment in subsidiaries

Investment in subsidiaries are accounted for at cost.
(l) Financial liabilities

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, net of directly attributable transaction
costs. The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial
guarantee contracts and derivative financial instruments
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 Profit and loss. However,
the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in
the statement of profit or loss. The Company has not designated any financial liability as at fair value through profit and loss.
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(iii) 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.
(m) Derivatives and hedging activities

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 when the hedge item affects profit or
loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non-financial asset
or non-financial liability.
For the purpose of hedge accounting, Cash flow hedges when hedging the exposure to variability in cash flows that is either
attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction or the foreign
currency risk in an unrecognised firm commitment. At the inception of a hedge relationship, the Company formally designates and
documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective
and strategy for undertaking the hedge. The documentation includes the Company’s risk management objective and strategy for
undertaking hedge, the hedging/ economic relationship, the hedged item or transaction, the nature of the risk being hedged, hedge
ratio and how the Company 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.
Cash flow hedges

The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any
ineffective portion is recognised immediately in the statement of profit and loss.
The Company uses forward currency contracts as hedges of its exposure to foreign currency risk in forecast transactions and firm
commitments, as well as forward commodity contracts for its exposure to volatility in the commodity prices. The ineffective portion
relating to foreign currency contracts is recognised in finance costs and the ineffective portion relating to commodity contracts is
recognised in other income or expenses.
Amounts recognised as OCI are transferred to profit or loss when the hedged transaction affects profit or loss, such as when the
hedged financial income or financial expense is recognised or when a forecast sale occurs. When the hedged item is the cost of a
non-financial asset or non-financial liability, the amounts recognised as OCI are transferred to the initial carrying amount of the non-
financial asset or liability.
If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy),
or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain
or loss previously recognised in OCI remains separately in equity until the forecast transaction occurs or the foreign currency firm
commitment is met.
(n) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course
of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.
(o) Property, plant and equipment

Freehold land is carried at historical cost. 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. 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.
The cost of assets not ready to 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.
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment
recognized as at 1 April 2015 measured as per the previous GAAP and use that carrying value as the deemed cost of the property,
plant and equipment.
107
Depreciation methods, estimated useful lives and residual value
Depreciation is provided on a pro-rata basis on the straight-line method over the estimated useful lives of the assets. The estimates
of useful lives of the assets are as follows:
Asset Useful life
Leasehold Land Over the period of lease
Buildings 60 years
Plant and Machinery:
Computers and peripherals 2-5 years
Office Equipment 5 years
Other assets 3-15 years
Furniture and Fixtures 4-10 years
Leasehold improvements 3 years or lease period whichever is lower
Vehicles 8 years
The useful lives have been determined based on technical evaluation done by the management's expert which are higher than those
specified by Schedule II to the Companies Act; 2013, in order to reflect the actual usage of the assets. The residual values are not
more than 5% of the original cost of the asset.
The asset's residual values and useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.
The asset's carrying amount is written down immediately to it's recoverable amount if the asset's carrying amount is greater than its
estimated recoverable amount.
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.
(p) Intangible assets
(i) Goodwill
Goodwill on acquisitions of business is included in intangible assets. Goodwill is not amortized but it is tested for impairment annually,
or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated
impairment losses. Gains and losses on the disposal of a Company include the carrying amount of goodwill relating to the Company
sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating
units that are expected to benefit from the business combination in which the goodwill arose. The units are identified at the lowest
level at which goodwill is monitored for internal management purposes, which in our case are the operating segments.
(ii) Computer software
Costs associated with maintaining software programmes are recognized as an expense as incurred. Development costs that are
directly attributable to the design and testing of identifiable and unique software products controlled by the Company are recognized
as intangible assets when the following criteria are met:
a) it is technically feasible to complete the software so that it will be available for use,
b) management intends to complete the software and use or sell it,
c) there is an ability to use or sell the software,
d) it can be demonstrated how the software will generate probable future economic benefits,
e) adequate technical, financial and other resources to complete the development and to use or sell the software are available, and
f) the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalized as part of the software include employee costs and an appropriate portion of relevant
overheads.
During the period of development, the asset is tested for impairment annually. Capitalized development costs are recorded as
intangible assets and amortized from the point at which the asset is available for use.
(iii) Research and development
Research expenditure and development expenditure that do not meet the criteria in (ii) above are recognized as an expense as
incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.
(iv) Amortization methods and periods
The Company amortizes intangible assets with a finite useful life using the straight-line method over the following periods:
Patents, copyright and other rights 5 years
Computer software - external 3 years
Project specific softwares are amortised over the project duration.
(v) Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all of intangible assets recognized as at 1
April 2015 measured as per the previous GAAP and use that carrying value as the deemed cost of intangible assets.
108
(q) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are
unpaid. The amounts are unsecured and are usually paid as per the agreed terms. Trade and other payables are presented as current
liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and
subsequently measured at amortized cost using the effective interest method.
(r) 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.
Other borrowing costs are expensed in the period in which they are incurred.
(s) Provisions
Provisions for legal claims, service warranties are recognized when the Company has a present legal or constructive obligation as
a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be
reliably estimated. Provisions are not recognized for future operating losses. The expense relating to a provision is presented in the
statement of profit and loss net of any reimbursement. 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.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by
considering the class of obligations as a whole.
Provisions are measured at the present value of management's best estimates of the expenditure incurred to settle the present
obligation at the end of the reporting period.
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
(t) Employee benefits
(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 market yields 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 balance sheet with a corresponding debit or credit to retained earnings through statement of profit
and loss in the period in which they occur.
The obligations are presented as current liabilities in the balance sheet if the Company does not have an unconditional right to defer
settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Post - employment obligations
Defined benefit plans:
Provident Fund
Employees Provident Fund contributions are made to a Trust administered by the Company. The Company’s liability is actuarially
determined (using the Projected Unit Credit method) at the end of the year. Actuarial losses/ gains are recognised in the Statement of
Profit and Loss in the year in which they arise. The contributions made to the trust are recognised as plan assets. The defined benefit
obligation recognised in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value
of plan assets.
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. Actuarial gains/ losses are recognised in the Statement
of Profit and Loss in the year in which they arise.
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.
109
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.
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.
(iv) Share-based payments
Share-based compensation benefits are provided to employees via the Coforge Employee Stock Option Plan 2005 (erstwhile NIIT
Technologies Employee Stock Option Plan 2005).
Employee 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 Company 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 Company 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.
(v) Bonus
The Company recognises a liability and an expense for bonuses. The Company recognises a provision where contractually obliged
as per the provisions of the Payment of Bonus Act, 1965 as notified on January 01, 2016 or where there is a past service that has
created a constructive obligation.
(u) Dividends
Dividend to shareholders is recognised as a liability and deducted from equity, in the year in which the dividends are approved by the
shareholders.
(v) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
- the profit attributable to owners of the Company
- by weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares
issued during the year and excluding treasury shares.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account.
- The after income tax effect of interest and other financing costs associated with dilutive potential equity shares and
- The weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive
potential equity shares.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised 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 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 Company’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.
(w) Business combinations
The Company has elected to apply Ind AS accounting for business combinations prospectively from 1 April 2015.
- Business combinations involving entities or businesses under common control are accounted for using the pooling of interests
method as described in Appendix C of Ind AS 103 "Business Combinations .
110
(x) Fair value measurement
The Company measures financial instruments, such as investment in mutual funds and derivatives, at fair value at each balance
sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell
the asset or transfer the liability takes place either -
- in the principal market for the asset or liability, or
- in the absence of a principal market, in the most advantageous market for the asset or liability
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly
observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
At each reporting date, management analyses the movements in the values of assets and liabilities which are required to be
remeasured or re-assessed as per the 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. There are no such instruments which are valued using a level 3 hierarchy.
(y) Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest millions as per the requirement of
Schedule III, unless otherwise stated.
(z) Recent Pronouncements
On March 24, 2021, the Ministry of Corporate Affairs ("MCA") through a notification, amended Schedule III of the Companies Act,
2013. The amendments revise Division I, II and III of Schedule III and are applicable from April 1, 2021. Key amendments relating
to Division II which relate to companies whose financial statements are required to comply with Companies (Indian Accounting
Standards) Rules 2015 are:
Balance Sheet:
• Lease liabilities should be separately disclosed under the head ‘financial liabilities’, duly distinguished as current or non-current.
• Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due to prior period
errors and restated balances at the beginning of the current reporting period.
• Specified format for disclosure of shareholding of promoters.
• Specified format for ageing schedule of trade receivables, trade payables, capital work-in-progress and intangible asset under
development.
• If a company has not used funds for the specific purpose for which it was borrowed from banks and financial institutions, then
disclosure of details of where it has been used.
• Specific disclosure under ‘additional regulatory requirement’ such as compliance with approved schemes of arrangements,
compliance with number of layers of companies, title deeds of immovable property not held in name of company, loans and
advances to promoters, directors, key managerial personnel (KMP) and related parties, details of benami property held etc.
Statement of profit and loss:
• Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or virtual currency
specified under the head ‘additional information’ in the notes forming part of consolidated financial statements.
The Company will evaluate the same to give effect to them as required by law
2 Critical estimates and judgments
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom 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:
• Estimated goodwill impairment – Note 4
• Estimated useful life of intangible asset – Note 4
• Estimation of defined benefit obligation – Note 14
• Estimation of provision for customer contracts – Note 14
• Impairment of trade receivables – Note 5 (iv)
Areas involving significant judgements are:
• Determining the lease term of contracts with renewal and termination options – Company as lessee - Note 31
• Identifying performance obligations in arrangements for software development and related services and maintenance services -
Note 1(d)
• Identifying performance obligations satisfied over time or at a point in time for sale of licenses- Note 1(d)
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.
111
Notes to the financial Statements (All amounts in Rs Mn unless otherwise stated)

3. Property, plant and equipment
Plant and Machinery Plant and Plant and Furniture Capital
Freehold Lease Lease Hold
Year ended 31 March 2020 Buildings -Computers and Machinery -Office Machinery - and Vehicles* Total work in
Land Hold Land Improvements
Peripherals ** Equipment Others Fixtures progress
Gross carrying amount
Opening gross carrying amount as on 01 April 2019 - 274 2,375 1,099 153 1,160 523 12 329 5,925 14
Additions - - - 213 1 19 37 10 88 368 26
Disposals - - - 2 - 2 4 - 58 66 -
Transfers - - - - - - - - - - (37)
Closing gross carrying amount - 274 2,375 1,310 154 1,177 556 22 359 6,227 3
Accumulated depreciation
Opening accumulated depreciation - 12 151 861 107 467 260 6 105 1,969 -
Depreciation charge during the year - 4 41 174 23 145 68 4 44 503 -
Disposals - - - 2 - 1 4 - 30 37 -
Transfers - - - - - - - - - - -
Closing accumulated depreciation - 16 192 1,033 130 611 324 10 119 2,435 -
112
Net carrying amount - 258 2,183 277 24 566 232 12 240 3,792 3
Plant and Machinery Plant and Plant and Furniture Capital

Freehold Lease Lease Hold
Year ended 31 March 2021 Buildings -Computers and Machinery -Office Machinery - and Vehicles* Total work in
Land Hold Land Improvements
Peripherals ** Equipment Others Fixtures progress
Opening gross carrying amount as on 01 April 2020 - 274 2,375 1,310 154 1,177 556 22 359 6,227 3
Additions - 49 - 272 8 7 5 - 91 432 19
Disposals - - - 9 2 3 6 - 72 92 -
Transfers - - - - - - - - - - (20)
Closing gross carrying amount - 323 2,375 1,573 160 1,181 555 22 378 6,567 2
Opening accumulated depreciation - 16 192 1,033 130 611 324 10 119 2,435 -
Depreciation charge during the year - 4 41 205 16 143 67 8 45 529 -
Disposals - - - 9 2 1 6 - 42 60 -
Transfers - - - - - - - - - - -
Closing accumulated depreciation - 20 233 1,229 144 753 385 18 122 2,904 -
Net carrying amount - 303 2,142 344 16 428 170 4 256 3,663 2
*Includes vehicles financed through loans Gross Block Rs. 71 Mn (31 March 2020 Rs 104 Mn), Net block Rs. 36 Mn (31 March 2020 Rs. 64 Mn), hypothecated to financial institutions/banks against term loans (Refer Note No. 13)
** Plant and Machinery includes Rs.16 Mn (31 March 2020 - Rs. 128 Mn) [net block]installed in the premises of the customer under the cancellable operating lease arrangement.
4 Intangible Assets
Other Intangible Assets Goodwill

Software - External
Year ended 31 March 2020
Opening gross carrying amount 1,496 21
Additions 218 -
Disposals - -
Transfers - -
Closing gross carrying amount 1,714 21
Accumulated amortization and impairment
Opening accumulated amortization 1,208 -
Amortization charge for the year 350 -
Disposals - -
Closing accumulated amortization 1,558 -
Closing net carrying amount 156 21
Year ended 31 March 2021
Opening gross carrying amount 1,714 21
Additions 258 -
Disposals 1,096 -
Transfers - -
Closing gross carrying amount 876 21
Opening accumulated amortization 1,558 -
Amortization charge for the year 382 -
Disposals 1,096 -
Closing accumulated amortization 844 -
Closing net carrying amount 32 21
113
31 March 2021 31 March 2020

5 Financial Assets
5 (i) Non-current investments
Investments in equity instruments (fully paid)
Unquoted in Subsidiary Companies:
2,837,887 (31 March 2020: 2,837,887) Shares having no par value in Coforge Inc. USA (Formerly 156 156
known as NIIT Technologies Inc. USA)
16,614,375 (31 March 2020: 16,614,375) Shares of 1 Singapore $ each fully paid-up in Coforge 703 703
Pte Ltd., Singapore (Formerly known as NIIT Technologies Pacific Pte Ltd., Singapore )
3,276,427 (31 March 2020: 3,276,427) Shares of 1 UK Pound each fully paid-up in Coforge UK 204 204
Ltd., UK (Formerly known as NIIT Technologies Ltd., UK )
537,900 (31 March 2020: 537,900) Equity Shares of Euro 1 each fully paid-up in Coforge 185 185
GmbH, Germany (Formerly known as NIIT Technologies GmbH, Germany)
50,000,000 (31 March 2020: 50,000,000) Equity Shares of Rs 10/- each fully paid-up in Coforge 500 500
SmartServe Limited (Formerly known as NIIT SmartServe Limited )
1,000,000 (31 March 2020: 1,000,000) Equity Shares of Euro 1 each fully paid-up in Coforge 224 224
Airline Technology GmbH Germany (Formerly known as NIIT Airline Technology GmbH Germany)
5,000 (31 March 2020: 5,000) Ordinary Shares of 1000 AED each fully paid in Coforge FZ LLC 63 63
Dubai(Formerly known as NIIT Technologies FZ LLC Dubai)
5,000,000 (31 March 2020: 5,000,000) Equity Shares of Rs. 10 each in Coforge Services 25 25
Limited(Formerly known as NIIT Technologies Services Limited)
4,047,631 (31 March 2020: 4,047,631) Equity Shares of Rs. 2 each in Coforge DPA Private 4,701 4,701
Limited (Formerly known as NIIT Incessant Private Limited)
Nil (31 March 2020: Nil ) Shares of Peso 100 each in NIIT Technologies Philippines Inc (Impaired - -
and under liquidation)
147,989 (31 March 2020: 135,682) Equity Shares of Rs. 10 each in Whishworks IT Consulting 1,663 1,494
Private Limited
Total equity instruments 8,424 8,255
Total non-current investments 8,424 8,255

Aggregate amount of unquoted investments 8,424 8,255
Aggregate amount of impairment in value of investment - -
5 (ii) Current investments

As on 31 March 2021 As on 31 March 2020
Units Value Units Value
ICICI Prudential Fixed Maturity Plan Series 82 - 1223 days Plan E 5,000,000 62 5,000,000 59
Direct Plan
UTI -Fixed Term income Fund - Series XXVIII-VI (1190 Days) Direct 5,000,000 62 5,000,000 58
Growth
Total current investments 124 117
Aggregate amount of quoted investments and market value thereof 124 117
Aggregate book value of quoted investments 100 100
Aggregate amount of unquoted investments - -
Aggregate amount of impairment in value of investment - -
114
31 March 2021 31 March 2020

5 (iii) Other Financial Assets
Current Non-Current Current Non-Current
(i) Derivatives
Foreign exchange forward contracts 162 - 12 -
(ii) Others
Security deposits
Considered good 27 45 48 34
Considered doubtful - 2 - 2
27 47 48 36
Less : Provision for doubtful security deposits - (2) - (2)
Net security deposits 27 45 48 34
Long term deposits with bank with maturity period more than - 71 - 81
12 months [Refer Note (a) below]
Interest accrued on above deposits - 5 25 8
Finance lease recoverable 10 29 9 39
Unbilled revenue 272 345 379 110
Less: Provision for doubtful unbilled revenue [refer Note 1 (b)] (37) - (28) -
Net unbilled revenue 235 345 351 110
Total other financial assets 434 495 445 272
(a) Held as margin money by bank against bank guarantees.
As at March 31, 2021, the Company has outstanding unbilled revenue of Rs 460 Mn(Previous year Rs. 435 Mn) relating to
Government customers in India [net of provision of Rs. 28 Mn (Previous year Rs. 28 mn)]. The appropriateness of the allowance
for doubtful unbilled revenue is subjective due to the high degree of significant judgment applied by management in determining
the impairment provision.
5 (iv) Trade receivables 31 March 2021 31 March 2020

Current Non-Current Current Non-Current
Trade receivables 2,062 - 2,035 0
Receivables from related parties (Refer Note 27) 1,439 - 2,559 -
Less: Allowance for doubtful debts [refer Note 1 (b)] 488 - 582 -
Total receivables 3,013 - 4,012 -
Break-up of security details

Trade Receivables considered good - Secured - - - -
Trade Receivables considered good - Unsecured 3,013 - 4,012 0
Trade Receivables which have significant increase in Credit Risk - - - -
Trade Receivables - credit impaired [refer Note 1 (b)] 488 - 582 -
Total 3,501 - 4,594 0
Allowance for doubtful debts [refer Note 1 (b)] (488) - (582) -
Total trade receivables 3,013 - 4,012 -

As at March 31, 2021, the Group has outstanding trade receivables of Rs 461 Mn (Previous year Rs. 810 Mn) relating to
Government customers in India [net of provision of Rs. 464 Mn (Previous year Rs. 546 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 year, one of the Indian 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 favourably.

During the year, the Company received old outstanding (which was provided for in earlier years) amounting to Rs. 220 Mn from one
of its government customer. The Company recorded the recovery of principal amount of Rs. 138 Mn as credit to the allowances for
doubtful debts- trade receivable and interest component of Rs. 82 Mn in Other Income.
115

No trade or other receivable are due from directors or other officers of the company 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 28
5 (v) Cash and cash equivalents 31 March 2021 31 March 2020

Balances with Banks
in current accounts 970 1,703
in EEFC accounts 2,356 353
3,326 2,056
Deposits with maturity less than 3 months 680 2,080
Cash on hand - -
Cheques, drafts on hand 0 2
0 2
Total cash and cash equivalents 4,006 4,138
5 (vi) Bank Balances other than above
Deposits with maturity more than 3 months but less than 12 months - 280
Unpaid dividend account 17 16
Total Bank Balances other than 5 (v) above 17 296
31 March 2021 31 March 2020

6 Deferred tax assets (Net) 1227 1,095
Deferred tax assets
The balance comprise temporary differences attributable to:
Provisions 239 296
Employee benefit obligations 238 158
Minimum alternate tax credit entitlement 894 767
Gross deferred tax assets (A) 1,371 1,221
Tax impact of difference between carrying amount of fixed assets in the financial (110) (197)
statements and as per the income tax calculation
Impact due to provisions and others 4 13
Derivatives (31) 64
Others (7) (6)
Gross deferred tax liabilities (B) (144) (126)
Net Deferred tax assets (A-B) 1,227 1,095
Movement in deferred tax assets
Minimum
Property,
Employee Alternate Other
plant and Derivatives Provisions Total
benefits Tax Credit items
equipment
Entitlement
At 31 March 2019 (225) (56) 200 278 758 (82) 873
Transition of Ind AS 116 - - - - - 15 15
(charged)/credited:
- to profit or loss - deferred tax 28 - (49) 18 - 73 70
- MAT movement charged to current tax - - - - 9 - 9
expenses
- to profit or loss - exchange gain / (loss) - - 5 - - 1 6
- to other comprehensive income - 120 2 - - - 122
At 31 March 2020 (197) 64 158 296 767 7 1,095
(charged)/credited:
- to profit or loss - deferred tax 87 - 82 (57) - (10) 102
- MAT movement charged to current tax - - - - 127 - 127
expenses
- to profit or loss - exchange gain / (loss) - - (2) - - - (2)
- to other comprehensive income - (95) - - - - (95)
At 31 March 2021 (110) (31) 238 239 894 (3) 1,227
116
31 March 2021 31 March 2020

7 Other non current assets
Capital Advances - 14
Advances other than capital advances 38 62
Derivative Valuation associated with Subsidiaries - 15
Prepayments 126 16
Deferred contract cost 29 10
Total other non-current assets 193 117
8 Current tax assets

Advance Income Tax 6,303 5,654
Less: Provision for income tax 5,577 4,836
Less: Tax expense for the year 537 718
Total current tax assets 189 100
9 Other current assets
Prepayments 365 262
Value added tax recoverable 31 30
Goods and Services Tax (GST) - input credit 98 113
Other advances 34 61
Total other current assets 546 491
10 Equity share capital and other equity
(a) Equity share capital
Authorized equity share capital
Number of shares Amount
As at 31 March 2019 77,000,000 770
Increase during the year - -
As at 31 March 2020 77,000,000 770
As at 31 March 2021 77,000,000 770
(i) Movements in equity share capital

Equity share capital
Number of shares
(par value)
As at 31 March 2019 61,783,874 618
As at 31 March 2020 62,494,559 625
Shares extinguished on buyback (Refer note below) (1,956,290) (20)
As at 31 March 2021 60,592,349 606
Terms and rights attached to equity shares
The Company has one class of equity shares having a par value of Rs.10 per share. Every holder of equity shares present at a
meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend proposed by
the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim
dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after
distribution of all preferential amounts, in proportion to their shareholding.
Shares reserved for issue under options
Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial
year and options outstanding at the end of the reporting period, is set out in Note 32.
Buy back of equity shares

On February 13, 2020, the Shareholders of the Company accorded their approval for buy-back of 1,956,290 fully paid equity
shares of the face value of Rs. 10/- each at a price of up to Rs. 1,725 per share aggregating to Rs. 3,375 Mn. The buy-back was
consummated on June 22, 2020 and accordingly, 1,956,290 fully paid equity shares have been extinguished from the share
capital of the Company with corresponding reduction in Equity Share Capital, Securities Premium Account, General Reserve and
Retained Earnings amounting to Rs. 20 Mn, Rs. 1,053 Mn, Rs. 250 Mn and Rs. 2,052 mn respectively.
117
(ii) Details of shareholders holding more than 5% shares in the Company
Equity Shares of Rs. 10 each fully paid
31 March 2021 31 March 2020
Name of Shareholder
No. of Shares No. of Shares
% of Holding % of Holding
held held
Hulst B.V., (Holding Company) 38,771,260 63.99 43,807,297 70.1
31 March 2021 31 March 2020
11 Reserves and Surplus
Capital redemption reserve 36 17
Capital reserve 6 6
Securities premium 39 1,053
Share options outstanding 523 83
General reserve 1,623 1,873
Retained earnings 15,133 16,284
Total reserve and surplus 17,360 19,316
(i) Capital Redemption Reserve

Opening balance 17 17
Add: Increased due to buy back of equity shares 19 -
Closing Balance 36 17
(ii) Capital Reserve
Opening Balance 6 6
Increase/ decrease during the year - -
Closing Balance 6 6
(iii) Securities Premium
Opening Balance 1,053 614
Add: Transferred from employee stock option 22 160
Add: Premium on shares issued for exercised options 17 279
Less: Decrease due to buy back of equity shares (1,053) -
Closing balance 39 1,053
(iv) Employee stock option
Options granted till date 83 180
Less: Transferred to securities premium (22) (160)
Add: Impact of fair valuation on employee stock options 462 63
Closing balance 523 83
(v) General reserve
Opening balance 1,873 1,873
Less: Decrease due to buy back of equity shares (250) -
Closing balance 1,623 1,873
(vi) Retained earnings

Opening balance 16,284 13,575
Net profit for the period 2,399 4,225
Less: Impact of initial application of Ind AS 116 - (32)
Less: Buy back expenses transfer to reserve - (11)
Items of other comprehensive income recognized directly in retained earnings
Add / (Less): Remeasurement gains on defined benefit plans - (5)
Less: Decrease due to buy back of equity shares including transaction cost (2,863) -
Less: Appropriations
Dividends paid (687) (1,249)
Corporate Dividend Tax * - (219)
Closing balance 15,133 16,284
* Subsidiary has declared the dividend on which Dividend distribution tax was paid by the subsidiary which has been adjusted with
dividend tax liability to be payable on dividend distributed by the Company pursuant to the provisions of Income Tax Act, 1961.
The Finance Act 2020 has repealed the Corporate Dividend Tax (CDT). Companies are now required to pay/distribute dividend after
deducting applicable taxes.
General reserve
The General Reserve is as per the requirements of Companies Act, 2013 in respect of companies incorporated in India. General
reserve, if any, of overseas subsidiaries are included as part of the retained earnings.
118
Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the
provisions of the Companies Act, 2013.
Employee stock option
The share options outstanding account is used to recognize the grant date fair value of options issued to employees under Coforge
Employee Stock Option Plan 2005 (erstwhile NIIT Technologies Employee Stock Option Plan 2005).
Capital Redemption Reserve
The Company recognizes profit or loss on purchase, sale, issue or cancellation of the Company’s own equity instruments to capital
reserve
12 Other Reserves
Cash flow hedging reserve
As at 31 March 2019 156
Change in fair value of hedging instruments (466)
Deferred tax 120
As at 31 March 2020 (190)
Change in fair value of hedging instruments 370
Deferred tax (95)
As at 31 March 2021 85
Nature and purpose of other reserves

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable
forecasted transactions, i.e., Revenue, as described within Note 25. For hedging foreign currency risk, the Company uses Foreign
Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges are effective; the change
in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount recognized in the Cash Flow
Hedging Reserve is reclassified to profit or loss when the hedged item i.e., revenue effects profit and loss.
31 March 2021 31 March 2020

13 Financial liabilities
(a) Non Current Financial liabilities
(i) Borrowings
Secured Loans
Term loans
From Bank - -
From Financial Institutions 10 32
Deferred Payment Liabilities
Property Plant & Equipments - 32
Total borrowings 10 64
Less: Current maturities of long term debt [included in note 13 b (ii)] 7 19
Less: Interest accrued [included in note 13 b (ii)] - -
Total Non-current borrowings 3 45
(a) Term loans from Financial Institution are secured by way of hypothecation of the vehicles financed. The loan amounts along
with interest are repayable over the period of 3 to 4 years (equal monthly instalments) from the date of sanction of loan. The
interest rate on above loans are within the range of 8.63% to 11.36%.
(b) The carrying amount of assets pledged as security for current and non-current borrowings are disclosed in note 3.
(ii) Trade Payables

Trade payables
total outstanding dues of micro enterprises and small enterprises - -
total outstanding dues of creditors other than micro enterprises and small enterprises 136 118
Total Trade Payables 136 118
(iii) Other Financial Liabilities

Lease liability (Refer Note 31) 93 143
Total other financial liabilities 93 143
119
(b) Current Financial Liabilities

(i) Trade Payables
Trade payables
total outstanding dues of micro enterprises and small enterprises 153 56
total outstanding dues of creditors other than micro enterprises and small enterprises 1,399 1,321
Trade payables to related parties (Refer Note 27) 411 5
Total trade payables 1,963 1,382
There are no overdue amount outstanding on Micro Enterprises & Small Enterprises as on 31 March 2021 and 31 March 2020.
There is no interest due or outstanding on the same. This information is required to be disclosed under the Micro, Small and
Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of
information available with the Company.
(ii) Other Financial Liabilities
Capital creditors 133 89
Current maturities of term loan
From Bank - -
Lease liability (Refer Note 31) 59 57
Unclaimed dividend [Refer Note (a) below] 17 16
(i) Derivatives
Foreign exchange forward contracts 47 266
Total other current financial liabilities 263 447
(a) There are no amounts due for payment to the Investors Education and Protection Fund under Section 125 (2) (c) of the
Companies Act, 2013
120
14 Provisions
31 March 2021 31 March 2020
Current Non- Current Total Current Non- Current Total
Provision for customer contracts [Refer Note (i) below] 3 - 3 90 - 90
Employee benefit obligations [Refer Note (ii) below] 30 473 503 37 470 507
33 473 506 127 470 597
(i) Provision for customer contracts 3 - 3 90 - 90

Total provisions 3 - 3 90 - 90
(i) Information about individual provisions and significant estimates
Estimated loss on Completion
The Company reviews the cost to complete for all significant projects at year end and a provision has been provided for the excess of cost to be incurred over balance life of the project over and above the revenue to be
recognized over the balance life of the project.
(ii) Movements in provisions
Movements in each class of provisions during the year, are set out below:
Year ended 31 March 2021 Year ended 31 March 2020
Balance as at the beginning of the year 90 187
Charged/(credited) to profit or loss
121
additional provisions recognized - -
unused amounts reversed / transferred - -
Amount used (87) (97)
unwinding of discount - -
Balance as at end of the year 3 90
(ii) Employee benefit obligations

31 March 2021 31 March 2020
Current Non Current Total Current Non Current Total
Leave obligations (i) 30 245 275 37 314 351
Gratuity (ii) - 228 228 - 156 156
30 473 503 37 470 507
(i) Leave Obligations

Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date.
Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present
value of the defined benefit obligation at the balance sheet date.
31 March 2021 31 March 2020
Current leave obligations expected to be settled within next 12 months 30 37
(ii) Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on
retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of completed service.
The gratuity plan is a funded plan and the Company makes contributions to recognized funds in India.
(a) Balance sheet amounts - Gratuity
The amounts recognized in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:
Present Value Fair Value of

Net Amount
of Obligation Plan Assets
1 April 2019 407 (285) 122
Current Service Cost 66 - 66
Interest expense/ (income) 30 (23) 7
Total amount recognized in profit or loss 96 (23) 73
Remeasurements
Acturial changes arising from changes in demographic assumptions - 2 2
Acturial changes arising from changes in financial assumptions (21) - (21)
Experience adjustments 8 - 8
Total amount recognized in other comprehensive income (13) 2 (11)
Employer's Contributions - (28) (28)
Benefit payments (86) 86 -
31 March 2020 404 (248) 156
Present Value Fair Value of

Net Amount
of Obligation Plan Assets
1 April 2020 404 (248) 156
Remeasurements
Acturial changes arising from changes in demographic assumptions - - -
Acturial changes arising from changes in financial assumptions 13 2 15
Experience adjustments (15) (0) (15)
Employer's Contributions - (5) (5)
Benefit payments (74) 74 -
31 March 2021 421 (193) 228
The net liability disclosed above relates to funded and unfunded plans as follows:
31 March 2021 31 March 2020
Present value of defined benefit obligations 421 404
Fair value of plan assets (193) (248)
Net defined benefit obligations 228 156
(b) Significant estimates: actuarial assumptions and sensitivity

The significant actuarial assumptions were as follows:
31 March 2021 31 March 2020
Discount rate 6.87% p.a 6.7% p.a
Future Salary increase 7% for next 3 years and 5% thereafter 0% for 1st year, 7% for next 3 years and 5% thereafter
Life expectancy 11.78 Years 11.78 Years
Rate of return on plan assets 6.87% p.a 6.7% p.a
(c) Sensitivity analysis

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

Change in assumptions
Increase in assumption Decrease in assumption
31 March 2021 31 March 2020 31 March 2021 31 March 2020 31 March 2021 31 March 2020
Discount rate 50 Basis Points 50 Basis Points (22) (18) 19 21
Salary growth rate 50 Basis Points 50 Basis Points 20 23 (22) (20)
122

The sensitivity analysis 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 analysis are
based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analysis may not be
representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in
isolation from one another.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
(d) The major categories of plan assets are as follows:
31 March 2021 31 March 2020

Quoted Total in % Quoted Total in %
Insurance Company Products 193 193 100% 248 248 100%
The following payments are expected contributions to the defined benefit plan in future years:
Less than a Between Between Over
Total
year 1 - 2 years 2 - 5 years 5 years
31 March 2021 28 27 117 413 585
31 March 2020 24 29 109 364 527
(iii) Defined benefit liability and employer contributions

The Company monitors the funding levels on an annual basis and the current agreed contribution rate is 12% of the basic salaries
in India.
(iv) Defined contribution plans

The Company makes contribution towards Superannuation Fund, Pension Fund, Employee State Insurance Fund and Overseas
Plans (related to the branches in the United States of America, Ireland, Belgium and Switzerland), being defined contribution plans
for eligible employees. The Company has charged the following amount in the Statement of Profit and Loss:
The expense recognized during the period towards defined contribution plan is as follows:
Amount recognized in the Statement of Profit and Loss 31 March 2021 31 March 2020
Superannuation fund paid to the Trust 16 19
Contribution plans (branches outside India) 152 125
Employees state insurance fund paid to the authorities 3 4
Pension fund paid to the authorities 106 98
277 246
(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. 146 Mn (31 March 2020 Rs.130 Mn) during the year to the Trust, which has been charged to
Statement of Profit and Loss.
(a) Amount of obligation as at the year end is determined as under
Description 31 March 2021 31 March 2020

Present value of obligation as at the beginning of the year 3,208 2,822
Interest cost 292 255
Current service cost 244 222
Benefits paid (425) (501)
Plan Participant's Contributions 445 405
Transfer In 156 113
Actuarial (gain) / loss on obligation (122) (108)
Present value of obligation as at the end of the year 3,798 3,208
123
(b) Change in Plan Assets : 31 March 2021 31 March 2020
Description
Plan assets at beginning at fair value 3,208 2,822
Return on plan assets 292 255
Employer contributions 244 222
Plan Participant's Contributions 445 (501)
Benefits paid (425) 405
Transfers In 156 113
Actuarial gain / (loss) on plan assets (122) (108)
Plan assets at year end at fair value 3,798 3,208
(c) Amount of the obligation recognised in Balance Sheet :

Description
Present value of the defined benefit obligation as at the end of the year 3,798 3,208
Fair value of plan assets at the end of the year 3,798 3,208
(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.
31 March 2021 31 March 2020

(d) Principal actuarial assumptions at the Balance Sheet date
Discount Rate 6.87% 6.70%
Attrition rate
Age from 20-30 years 16.00% 16.00%
31-34 10.00% 10.00%
35-44 5.00% 5.00%
45-50 3.00% 3.00%
51-54 2.00% 2.00%
Age 55 & above 1.00% 1.00%
Return on Assets for Exempt PF Fund 6.72% 7.53%
Long term EPFO Rate 8.50% 8.50%
(e) Description
Experience adjustments on Plan Liabilities (122) (108)
Experience adjustments on Plan assets (122) (108)
(f) Expected Contribution to the fund in the next year 248 241
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.
31 March 2021 31 March 2020

15 Other non-current liabilities
Payroll taxes * 127 -
Deferred revenue 36 -
Total other non-current liabilities 163 -
16 Other current liabilities
Advances from customers 25 -
Payroll taxes 93 74
Statutory dues including provident fund and tax deducted at source 263 158
Deferred revenue 113 97
Employee benefits payable 825 649
Total other current liabilities 1,319 978
124
31 March 2021 31 March 2020
17 Revenue from operations
Sales of products
Traded goods 1,323 179
Sale of services 22,801 22,131
Total revenue from continuing operations 24,124 22,310
Timing of revenue recognition

Goods transferred at a point in time 1,323 179
Services transferred over time 22,801 22,131
Total revenue from contracts with customers 24,124 22,310
Reconciling the amount of revenue recognised in the statement of profit and

loss with the contracted price
Revenue as per contracted price 24,171 22,076
Hedge (loss) / gain (31) 235
Volume and other discount (16) (1)
Total Revenue from contract with customers 24,124 22,310
Note : The Company deals in number of software and hardware items whose selling price vary from item to item.
In view of voluminous data information relating to major items of sales have not been disclosed in the financial statements.
18 Other income
Dividend Income from investment in subsidiaries 682 1,239
Dividend Income from investment in mutual funds - 7
Profit on sales of long term Investment - 933
Interest income from financial assets at amortized cost 57 48
Income on Financial Investments at fair value through profit and loss
Mutual funds 8 156
Net foreign exchange gains - 180
Other items
Recovery from subsidiaries for common corporate expenses 189 234
Miscellaneous income* [Refer Note 5 (iv)] 120 49
Total other income 1,056 2,846
* Includes Rs. 4 Mn (31 March 2020 Rs. 4 Mn) on account of recovery of bank guarantee charges from subsidiaries.
19 Employee benefits expense

Salaries, wages and bonus 14,964 13,476
Contribution to provident and other funds 422 377
Gratuity 77 73
Staff welfare expenses 122 186
Total employee benefit expense 15,941 14,175
20 Depreciation and amortization expense

Depreciation of property, plant and equipment (Refer Note 3) 529 503
Depreciation of right of use assets (Refer Note 31) 51 49
Amortization of intangible assets (Refer Note 4) 382 350
Total depreciation and amortization expense 962 902
21 Other expenses
Rental charges [Refer Note 31] 59 76
Rates and taxes 3 10
Electricity and water charges 98 135
Telephone and communication charges 85 112
Legal and professional fees 391 539
Travelling and conveyance 80 747
Recruitment 97 146
125
31 March 2021 31 March 2020
Insurance 35 33
Repairs and maintenance
Plant and machinery 251 178
Buildings 1 1
Others 90 127
Net foreign exchange losses 26 -
Allowance for doubtful debts and unbilled revenue [Refer note 25 (ii)] 21 49
Payment to auditors [Refer note 21(a) below] 13 13
Advertisement and publicity 47 52
Business promotion 4 47
Professional charges 2,325 1,895
Equipment hiring 29 13
Consumables 1 3
Other production expenses (incl. third party license cost) 408 265
Loss on sales of assets (net) 14 11
Corporate social responsibility expenditure [Refer note 21(b) below] 65 47
Miscellaneous expenses 73 94
Total other expenses 4,216 4,593
21 (a) Details of payments to auditors
Payments to auditors (excluding taxes)

As auditor:
Audit Fee 11 11
Tax audit Fee 0 0
In other capacities:
Certification fees 1 1
Re-imbursement of expenses 1 1
Total payments to auditors 13 13
21 (b) Corporate social responsibility expenditure

Contribution to NIIT University 39 40
Contribution to NIIT Foundation 6 5
Contribution to Government Schools / Others 20 2
Total 65 47
Amount required to be spent as per Section 135 of the Companies Act, 2013 56 44
Amount spent during the year on:
On purpose other than Construction/ acquisition of an asset 65 47
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, the Company was required to spend an amount of Rs. 56 mn on CSR activities as per the requirement provided
under sub-section (5) of section 135, however the Group has spent Rs. 65 mn, such excess amount may be set off up to immediate
succeeding three financial years. Hence, the Group would carry forward the excess amount of Rs. 9 Mn.
21 (c) Expenses recognized during the year are net of recoveries towards common services at cost from domestic subsidiaries
amounting to Rs 8.6 Mn (31 March 2020 - Rs. 12 Mn ).
22 Finance costs
Interest and finance charges on financial liabilities not at fair value through profit or loss:
on term loans from Bank / Financial Institution 9 10
Bank and financial charges 19 16
Unwinding of discounts 30 52
Finance costs expensed in profit or loss 58 78
126

31 March 2021 31 March 2020
23 Income tax expense
This note provides an analysis of the Company's income tax expense, show amounts that are recognized directly in equity and
how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in
relation to the Company's tax positions.
(a) Income tax expense
Current tax
Current tax on operating profits of the year 650 724
Adjustments for current tax of prior periods 14 3
(Increase) in Minimum Alternate Tax Credit (127) (9)
Total current tax expense 537 718
Deferred tax
Decrease in deferred tax assets (Employee benefits and provisions) (23) 27
(Decrease) in deferred tax liabilities Property, plant and equipments (87) (28)
Exchange fluctuations (2) 4
Tax on income/(expense) during the period recognized on Ind AS adjustments 10 (73)
Total deferred tax expense/(benefit) (102) (70)
Income tax expense 435 648
Refer Note 6 for Deferred tax movement
(b) Amount recognised directly in equity

Deferred tax Asset/(liability) on other comprehensive income (95) 122
(c) Tax Losses
Unused tax losses for which no deferred tax asset has been recognised - -
due to no reasonable certainty of realisation
Potential tax benefit - -
(d) Reconciliation of tax expense and the accounting profit multiplied by India's tax rate:
Profit from continuing operations before income tax expense 2,834 4,873
Tax at the Indian tax rate of 34.944% (for FY 2019-20: 34.944%) 990 1,703
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Impact of permanent differences
Expenses on corporate social responsibility to the extent disallowable 16 9
Differential tax due to lower rate of tax on LTC Gain - (310)
Withholding tax on dividend received from overseas subsidiaries adjusted (238) (433)
against dividend distribution tax in India (Refer note 35)
Adjustments for taxes of prior periods incl. overseas branches - 3
Impairment of investments in Philippines Subsidiary - (9)
Decrease/(Increase) on Other Comprehensive (Income)/Expense - (2)
Capital Receipts - M2M Gain with respect to Whishworks (5) (5)
Loss on sale/retirement of Property, plant and equipments 4 -
Impact of deductions/exemptions
Deduction under section 10AA (335) (369)
Deduction under section 80IAB (97) (71)
Dividend Income exempted under section 10 - (2)
Increase in Deferred Tax Liability on Property, plant and equipments, (11) 32
pertaining to tax holiday period
Taxes paid branches at overseas - net of relief under section 90 110 104
Others 1 (2)
Income tax expense 435 648
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. 897 mn (Previous Year Rs.767 mn) has been shown under "Deferred tax
assets". Further, during the year, the Company has created MAT credit of Rs. 130 mn (Previous Year created Rs. 9mn).
127
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.
24 Fair value measurements

Financial instruments by category:
31 March 2021 31 March 2020
FVTPL FVTOCI Amortized Cost FVTPL FVTOCI Amortized Cost
Financial assets
Investments in Mutual funds 124 - - 117 - -
Trade and other receivables - - 3,013 - - 4,012
Cash and cash equivalents - - 4,006 - - 4,138
Other Bank Balances - - 17 - - 296
Long term deposits with bank with maturity period - - 71 - - 81
more than 12 months
Foreign Exchange Forward Contracts - 162 - - 12 -
Security deposits - - 72 - - 82
Finance Lease Recoverable - - 39 - - 48
Unbilled revenue - - 580 - - 461
Interest accrued on deposits with Banks - - 5 - - 33
Total Financial assets 124 162 7,803 117 12 9,151
Borrowings - - 10 - - 64
Lease Liability - - 152 - - 200
Trade and other payables - - 2,099 - - 1,500
Capital creditors - - 133 - - 89
Unclaimed dividend - - 17 - - 16
Derivative instruments - 47 - - 266 -
Total Financial liabilities - 47 2,411 - 266 1,869
The carrying amounts of trade receivables, capital creditors, unbilled revenue, Security deposits, unpaid dividend account, Long
term deposits with bank, cash and cash equivalents, Borrowings, obligation under finance lease, 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.
An explanation of each level follows underneath the table.
Financial assets and liabilities measured at fair value - recurring fair
Level 1 Level 2 Level 3 Total
value measurements at 31 March 2021
Financial assets
Financial Investments at FVTPL
Mutual funds 124 - - 124
Financial Investments at FVOCI
Foreign exchange forward contracts - 162 - 162
Total financial assets 124 162 - 286
Financial Liability
Financial Investments at OCI
Derivatives designated as hedges
Foreign Exchange Forward Contracts - (47) - (47)
Total financial Liability - (47) - (47)
128
Financial assets and liabilities measured at fair value - recurring fair

value measurements at 31 March 2020
Financial assets
Financial Investments at FVTPL
Financial Investments at FVOCI
Foreign exchange forward contracts - 12 - 12
Financial Liability
Total financial Liability - (266) - (266)

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.
(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.
25 (i) Hedging activities and derivatives
The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities
(when revenue or expense is denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries.
The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month
period for hedges of forecasted sales.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to
match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from
the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that
is denominated in the foreign currency.
At 31 March 2021, the Company hedged 75% (31 March 2020: 75%), of its expected foreign currency sales. Those hedged sales
were highly probable at the reporting date. This foreign currency risk is hedged by using foreign currency forward contracts.
The Company is holding the following foreign exchange forward contracts (highly probable forecasted sales)
As at March 31, 2021

Particulars Less than 1 month 1 to 3 months 3 to 6 months 6 to 9 months 9 to 12 month Total
USD /INR
Notional amount 579 1,123 1,415 1,337 1,169 5,622
Average forward rate 78 78 77 77 76 77
GBP /INR
Notional amount 134 391 487 423 360 1,795
EUR /INR
Notional amount 37 86 110 97 84 413
129
As at March 31, 2020
Particulars Less than 1 month 1 to 3 months 3 to 6 months 6 to 9 months 9 to 12 month Total
USD /INR
Notional amount 507 1,082 1,397 1,347 1,139 5,472
GBP /INR
Notional amount 121 411 472 428 366 1,798
EUR /INR
Notional amount 37 120 141 100 89 487
The impact of the hedging instruments on the balance sheet is, as follows:
Foreign exchange Notional amount Carrying Line item in the statement of Change in fair value used for
forward contracts amount financial position measuring ineffectiveness for
the period
At 31 March 2021 7,829 115 Derivative instruments under -
current financial assets / liabilities
At 31 March 2020 7,757 (254) Derivative instruments under -
Impact of hedging activities
(a) Disclosure of effects of hedge accounting on financial position:
31 March 2021 31 March 2020

Type of hedge and risks Carrying amount of Carrying amount of
hedging instrument Maturity date hedging instrument Maturity date
Assets Liabilities Assets Liabilities
Cash flow hedge
April 2021 to April 2020 to
Foreign exchange risk
March 2022 March 2021
Foreign exchange forward contracts 162 47 12 266

(b) Disclosure of effects of hedge accounting on financial performance
Change in the value of hedging Amount reclassified from cash Line item affected in statement
Type of Hedge instrument recognised in other flow hedging reserve to profit of profit and loss because of
comprehensive income* or loss the reclassification
Cash flow hedge
Foreign exchange risk 275 (346) (31) 235 Revenue Revenue
*The resultant impact on the cash flow hedge reserve for the year ended March 31, 2021 and March 31, 2020; on account of
changes in the fair value has been reconciled in Note No. 12
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness
assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether
the hedging instrument is expected to offset changes in cash flows of hedged items.
If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and
the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of
the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management
purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship
rebalancing.
25 (ii) Financial risk management
The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The
borrowing of the Company constitute loan taken only for vehicle purchased. All the finances are made out of internal accruals.
The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its
operations. 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 hold investments measured at fair value through profit or loss (FVTPL)
and enters into derivative transactions.
130
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, investments measured at
FVTPL 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.
There are no significant borrowings on the financial statements. Hence, there is no significant concentration of interest rate risk.
- 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, 2021 and 31 March 2020 in major currencies is as below:
Net financial Assets Net financial Liabilities
Currencies
31 March 2021 31 March 2020 31 March 2021 31 March 2020
USD/INR 783 1,663 42 76
GBP/INR 236 503 - -
EURO/INR 177 152 - -
a) Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial
instruments and the impact on other components of equity arises from foreign forward exchange contracts designated as cash
flow hedges.
Impact on Profit after Tax Impact on other components of equity
USD Sensitivity
INR/USD - Increase by 1%* 0 13 1 2
INR/USD - Decrease by 1%* (0) (13) (1) (2)
EUR Sensitivity
INR/EUR - Increase by 1% * 3 2 0 0
INR/EUR - Decrease by 1% * (3) (2) (0) (0)
GBP Sensitivity
INR/GBP - Increase by 1% * 2 5 1 0
INR/GBP - Decrease by 1% * (2) (5) (1) (0)
*Holding all other variables constant
(b) Credit Risk
redit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
C
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. In calculating expected credit loss, the Company has
also taken into account estimates of possible effect from the pandemic relating to COVID-19.
131
The following table gives the movement in allowance for expected credit loss for the year ended March 31, 2021:
31 March 2021 31 March 2020
Balance at the beginning 610 559
Impairment loss recognized/(reversed) 21 51
Transfer from provision for customer contract 87 -
Amounts written off (193) -
Balance at the end 525 610
Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance
with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits
assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis,
and may be updated throughout the year subject to approval of the Company’s Finance Committee. The limits are set to minimise
the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.
(c) Liquidity Risk
The Company's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations.
The Company has no outstanding borrowings except term loans and working capital limits from banks. The term loans are
secured against hypothecation of the vehicles (refer note 13), and working capital limit is secured by a first charge on the book
debts of the Company and by a second charge on movable assets of the Company . However, the Company believes that the
working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
Maturities of financial liabilities

The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2021:
Particulars Less than 1 Year 1-2 Years 2-4 Years 4-8 Years Total
Borrowings 7 3 - - 10
Trade Payables 1,963 16 44 76 2,099
Lease Liability 59 48 45 - 152
Other Financial Liabilities (excluding Borrowings) 197 - - - 197
2,226 67 89 76 2,458
The table below provides details regarding the contractual maturities of significant financial liabilities as of March 31, 2020:
Borrowings 19 42 3 - 64
Trade Payables 1,382 15 33 70 1,500
Lease Liability 57 50 93 - 200
1,829 107 129 70 2,135
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 no outstanding borrowings except
term loans and working capital limits from banks. The term loans are secured against hypothecation of the vehicles (refer note 13),
and working capital limit is secured by a first charge on the book debts of the Company and by a second charge on movable assets
of the Company. 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 2021 and 31 March 2020.
b) Dividends
31 March 2021 31 March 2020
(i) Equity Shares
Final dividend paid for the year ended 31 March 2020 of Rs. 11 per share 687 -
(ii) Interim dividend paid for the year ended 31 March 2021 of Rs. Nil - 1,249
(31 March 2020 - Rs 20) per share
(iii) Dividends not recognised at the end of reporting period
In addition to the above dividends, since year end the directors have recommended the 788 687
payment of Interim dividend of Rs. 13 per fully paid up equity share (31 March 2020 - Rs. 11).
132
27 Related parties where control exists
(i) Interest in Subsidiaries
The Company’s subsidiaries at 31 March 2021 are set out below. Unless otherwise stated, they have share capital consisting
solely of equity shares that are held directly by the Company and the proportion of ownership interests held equals the voting
rights held by the Company. The country of incorporation or registration is also their principal place of business.
Ownership interest Ownership interest

Place of
held by the held by the Non
Sr. business/
Name Company controlling interest Principal Activities
No. country of
incorporation 31 March 31 March 31 March 31 March
2021 2020 2021 2020
Direct subsidiaries
1 Coforge SmartServe Ltd. (erstwhile NIIT India 100 100 - - Software development
SmartServe Limited)
2 Coforge Services Ltd India 100 100 - - Software development
(erstwhile NIIT Technologies Services Limited)
3 Coforge U.K. Ltd. (erstwhile NIIT Technologies United 100 100 - - Software development
Limited) Kingdom
4 Coforge Pte Ltd. (erstwhile NIIT Technologies Singapore 100 100 - - Software development
Pacific Pte Limited)
5 Coforge DPA Private Ltd. (erstwhile NIIT Incessant India 100 100 - - Software development
Private Limited)
6 Coforge GmbH(erstwhile NIIT Technologies Germany 100 100 - - Software development
GmbH)
7 Coforge Inc. (erstwhile NIIT Technologies Inc) USA 100 100 - - Software development
8 Coforge Airline Technologies GmbH (erstwhile Germany 100 100 - - Software development
NIIT Airline Technologies GmbH)
9 Coforge FZ LLC( erstwhile NIIT Technologies FZ Dubai 100 100 - - Software development
LLC)
10 NIIT Technologies Philippines Inc (under Philippines 100 100 - - Software development
liquidation)
11 Whishworks IT Consulting Private Limited, India India 81.40 57.60 18.60 42.40 Software development
(62.9 % owned by Coforge Limited & 18.5 % by
Coforge SmartServe Limited)
Stepdown subsidiaries
12 Coforge BV (erstwhile NIIT Technologies BV) Netherlands 100 100 - - Software development
(Wholly owned by Coforge U.K. Ltd.)
13 Coforge Limited (erstwhile NIIT Technologies Ltd) Thailand 100 100 - - Software development
(Wholly owned by Coforge Pte Ltd., Singapore)
14 Coforge Technologies (Australia) Pty Ltd. Australia 100 100 - - Software development
(erstwhile NIIT Technologies Pty Ltd ) (Wholly
owned by Coforge Pte Ltd., Singapore)
15 Coforge Advantage Go (erstwhile NIIT Insurance United 100 100 - - Software development
Technologies Limited) (Wholly owned by Coforge Kingdom
U.K. Ltd., UK)
16 Coforge S.A. (erstwhile NIIT Technologies S.A.) Spain 100 100 - - Software development
(Wholly owned by Coforge U.K. Ltd.)
17 Coforge BPM Inc. (erstwhile RuleTek LLC) (80% USA 100 80 - 20 Software development
owned Coforge DPA Private Limited), India and
20% by Coforge DPA NA Inc. USA
18 Coforge DPA UK Ltd. (erstwhile Incessant United 100 90 - 10 Software development
Technologies. (UK) Limited) (Wholly owned by Kingdom
Coforge DPA Private Ltd.)
133
Ownership interest Ownership interest

Place of
held by the held by the Non
Sr. business/
Name Company controlling interest Principal Activities
No. country of
2021 2020 2021 2020
19 Coforge DPA Ireland Limited (erstwhile Incessant Ireland 100 90 - 10 Software development
Technologies (Ireland) Ltd., (Ireland) (Wholly
owned by Coforge DPA Private Ltd.)
20 Coforge DPA Australia Pty Ltd. (erstwhile Australia 100 90 - 10 Software development
Incessant Technologies (Australia) Pty Ltd.)
(Wholly owned by Coforge DPA Private Ltd.)
21 Coforge DPA NA Inc. USA (erstwhile Incessant USA 100 90 - 10 Software development
Technologies NA Inc. )(Wholly owned by Coforge
DPA Private Ltd.)
22 Whishworks Limited, UK (Wholly owned by United 57.60 - 42.40 - Software development
Whishworks IT Consulting Private Limited, India) Kingdom
23 Coforge SPÓŁKA Z OGRANICZONA Poland 100 - - - Software development

ODPOWIEDZIALNOSCIA (erstwhile NIIT
Technologies Spółka Z Ograniczona
Odpowiedzialnoscia) (Wholly owned by Coforge
U.K. Ltd.,)
24 Coforge S.R.L., Romania (erstwhile NIIT Romania 100 - - - Software development
TECHNOLOGIES S.R.L.) (Wholly owned by
Coforge U.K. Limited, Consolidated w.e.f. August
25, 2020)
25 Coforge A.B. Sweden (Erstwhile NIIT Sweden 100 - - - Software development
Technologies A.B.) (Wholly owned by Coforge
U.K. Limited, Consolidated w.e.f. September 07,
2020)
26 Coforge SDN. BHD. Malaysia (Erstwhile NIIT Malaysia 100 - - - Software development
Technologies SDN. BHD), (Wholly owned by
Coforge Pte Ltd., Singapore, Consolidated w.e.f.
June 25, 2020)
28 Related party transactions

Coforge Limited’s principal related parties consist of holding Company Hulst B.V., Netherlands, its own subsidiaries and key
managerial personnel. The Company’s material related party transactions and outstanding balances are with related parties with
whom the Company routinely enter into transactions in the ordinary course of business.
Transactions and balances with its own subsidiaries are eliminated on consolidation.
Ultimate Holding Company
Baring Private Equity Asia GP VII, LP, Cayman (w.e.f. May 17, 2019)
Holding Company
Hulst B.V., Netherlands (w.e.f. May 17, 2019)
Interest in Subsidiaries
Refer note 27
A List of related parties with whom the Company has transacted:
1) Key Managerial personnel
Sudhir Singh, Chief Executive Officer
Ajay Kalra, Chief Financial Officer
Lalit Kumar Sharma, Company Secretary & Legal Counsel
2) Non Executive Director

Patrick John Cordes
Kenneth Tuck Kuen Cheong
Hari Gopalakrishnan
134
Ashwani Puri
Basab Pradhan
Holly J. Morris
Kirti Ram Hariharan
3) List of other related parties
Particulars Country Nature of relationship
Coforge Limited Employees Provident Fund Trust (erstwhile NIIT India Post-employment benefit plan
Technologies Limited Employees Provident Fund Trust)
Coforge Limited Employees Group Gratuity Scheme (erstwhile NIIT India Post-employment benefit plan
Technologies Limited Employees Group Gratuity Scheme)
Coforge Limited Employees Superannuation Scheme(erstwhile NIIT India Post-employment benefit plan
Technologies Superannuation Scheme)
Refer to Note 14 (ii) for information and transactions with post-employment benefit plans mentioned above
B. Transaction with related parties
Parties of Parties in which Key

Holding whom the Managerial Personnel
Nature of Transactions Subsidiaries Total
Co. Company is an of the Company are
associate interested
- 20,502 - - 20,502
Rendering of services
- (19,701) - - (19,701)
- 307 - - 307
Receiving of services
- (47) - - (47)
Recovery of expenses by the Company - 174 - - 174
(Including those from overseas subsidiaries) - (153) - - (153)
- 97 - - 97
Recovery of expenses from the Company
- (75) - - (75)
- - - - -
Donation
- - - (1) (1)
- 169 - - 169
Investments made
- (2,447) - - (2,447)
- 189 - - 189
Recovery for common corporate expenses
- (234) - - (234)
- 10 - - 10
Other Income
- (14) - - (14)
Recovery of bank guarantee charges from - 4 - - 4
subsidiaries - (4) - - (4)
- - - - -
Fixed Asset Purchase
- (1) - - (1)
482 - - - 482
Dividend paid
(876) - - - (876)
- 682 - - 682
Dividend received
- (1,239) - - (1,239)
Figures in parenthesis represent Previous Year’s figure. -
C. Key management personnel compensation

Particulars Year ended Year ended
31 March 2021 31 March 2020
Short term employee benefits 108 224
Commission and Sitting fees 21 27
Post employment benefits* 3 42
Remuneration paid 132 293
Share based payment transactions 242 40
Total of compensation 374 333
*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.
135
The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key
management personnel.
D. Details of balances with related parties:

Receivables as Payables as at Receivables as at Payables as at
Particulars
at 31 March 2021 31 March 2021 31 March 2020 31 March 2020
Subsidiaries
Amount receivable / payable 1,522 411 2,559 5
Outstanding guarantees to banks against lines - - - 904
of credit sanctioned to wholly owned overseas
subsidiaries
Outstanding guarantees to customers on behalf of - 892 - 895
wholly owned overseas subsidiaries
There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been
recognised in respect of impaired receivables due from related parties.
E. Key Managerial Personnel interests in the Senior Executive Plan

Share options held by Key Managerial Personnel of the Company’s Stock Option Plan 2005 to purchase Equity shares have the
following expiry dates and exercise prices:
Closing option as at
Grant date Expiry date Exercise price 31 March 2021 31 March 2020
14-Jul-16 14-Jul-21 503.65 - 2,580
14-Jul-16 17-Jul-22 503.65 - 7,420
23-Jun-17 22-Jun-24 10.00 40,000 40,000
23-May-18 22-May-22 1,048.90 5,010 5,010
23-May-18 23-May-23 1,048.90 5,010 5,010
23-May-18 22-May-24 1,048.90 5,010 5,010
5-Sep-18 4-Sep-22 1,364.40 - 5,400
5-Sep-18 5-Sep-23 1,364.40 - 5,400
5-Sep-18 4-Sep-24 1,364.40 - 5,400
5-Sep-18 4-Sep-22 10.00 - 2,000
5-Sep-18 5-Sep-23 10.00 - 2,000
5-Sep-18 4-Sep-24 10.00 - 2,000
16-Mar-20 31-Dec-21 10.00 48,412 49,099
16-Mar-20 31-Dec-21 10.00 49,099 49,099
16-Mar-20 31-Dec-22 10.00 49,099 49,099
16-Mar-20 31-Dec-23 10.00 49,100 49,100
16-Mar-20 31-Dec-21 10.00 17,274 17,274
16-Mar-20 31-Dec-21 10.00 8,638 8,638
16-Mar-20 31-Dec-22 10.00 17,275 17,275
16-Mar-20 31-Dec-23 10.00 17,275 17,275
16-Mar-20 31-Dec-24 10.00 8,637 8,637
31-Mar-20 31-Dec-24 10.00 49,100 49,100
31-Mar-20 31-Dec-27 10.00 251,184 251,184
10-Apr-20 31-Dec-21 10.00 8,638 8,638
10-Apr-20 31-Dec-24 10.00 8,637 8,637
16-Mar-20 31-Mar-24 10.00 4,760 15,065
16-Mar-20 30-Sep-24 10.00 7,532 7,532
16-Mar-20 30-Sep-25 10.00 15,065 15,065
16-Mar-20 30-Sep-26 10.00 15,065 15,065
16-Mar-20 30-Sep-27 10.00 7,533 7,533
31-Mar-20 30-Sep-29 10.00 7,532 7,532
31-Mar-20 30-Sep-30 10.00 7,533 7,533
31-Mar-20 28-Mar-32 10.00 25,108 25,108
727,526 770,718
No share options have been granted to the non-executive members of the Board of Directors under this scheme. Refer to Note 32
for further details on the scheme.
136
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
2021, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2020:
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:
Income tax matters pending disposal by the tax authorities Rs. 332 Mn (Previous Year Rs. 126 Mn)
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 March 31,2020 include demand from the Indian Income-tax
authorities for payment of tax of Rs. 332 Mn (31 March 2020 - Rs. 126 Mn), upon completion of the tax assessment for the financial
years starting from 2006-07 to 2010-11, 2012-13 and 2015-16.
The tax demand for the financial years starting from 2005-06 to 2010-11 includes disallowance of apportion of the deduction
claimed by the Company under Section 10B of the Income Tax Act, 1961 as determined by the ratio of export turnover to total
turnover. The disallowances arose mainly due the fact that tax authority had considered all units as one for computation of tax
deduction/exemption instead of calculating each unit’s eligibility separately. Tax demand for financial years starting from 2005-06
to 2010-11, 2012-13 and 2015-16 also includes disallowances on account of brought forward unabsorbed depreciation, Bad debts
written-off, Section 14A read with Rule 8D, One time lease rent, Bank’s Guarantee Commission and towards transfer pricing.
a) The matters for the FY 2005-06 was decided by the Hon’ble Delhi ITAT in favour of the Company, Department filed appeal
before the Delhi High Court against the said order. Appeals have been filed both by the department and the Company during the
year for the FYs 2006-07 and 2007-08 before the Hon’ble High Court against the order dtd January 28, 2020 issued by ITAT for
matters decided in favour of Company and Department respectively.
b) The matters for financial years starting from 2008-09 to 2010-11 are pending before Hon’ble ITAT, Delhi
c) The matters for financial year 2012-13 were decided in favour of the company by the Commissioner of Income Tax (Appeals)
Delhi. However, the Income-tax Department had filed the appeals with the ITAT, Delhi and are pending for disposal.
d) The matters for financial year 2015-16 are pending with the Commissioners of Income Tax (Appeals), Delhi and are pending
adjudication.
The Company is contesting the demand and the management including its tax advisors are confident that its position will 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.
(b) Contingent assets

The Company does not have any contingent assets as at 31 March 2021 and 31 March 2020.
30 Commitments
(a) Capital expenditure contracted for at the end of the reporting period but not recognized as liabilities is as follows:
31 March 2021 31 March 2020

Property, plant and equipment 24 62
Intangible assets 52 48
137
31 Leases

Effective April 1, 2019, the Company adopted Ind AS 116 on “Leases”, using the modified retrospective method and has taken
the cumulative adjustment to retained earnings, on the date of initial application. On transition, the adoption of the new standard
resulted in recognition of Right-of-Use asset (ROU) of Rs. 196 Mn, and a lease liability of Rs. 242 Mn. The cumulative effect of
applying the standard resulted in Rs. 31 Mn being debited to retained earnings, net of taxes of Rs. 15 Mn. The effect of this adoption
is insignificant on the profit for the period and earnings per share.
Following are the changes in the carrying value of right of use assets for the year ended 31 March 2021:
Year Ended Year Ended

Particulars 31 March 2021 31 March 2020
Buildings Buildings
Balance as at beginning of the year 151 196
Additions during the year 13 12
Deletions during the year (2) (8)
Depreciation for the year (51) (49)
Balance as at end of the year 111 151
The following is the break-up of current and non-current lease liabilities
As at As at
Amount Amount
Current lease liabilities 59 57
Non-current lease liabilities 93 143
Total 152 200
The table below provides details regarding the contractual maturities of lease liabilities
As at As at
Amount Amount
Less than one year 70 72
One to five years 103 165
More than five years - -
Total 173 237
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet
the obligations related to lease liabilities as and when they fall due.
Rental expense recorded for short-term leases (including low-value lease assets) was Rs. 59 Mn for the year ended 31 March
2021. (Previous year Rs. 76 mn)
The aggregate depreciation on ROU assets has been included under depreciation and amortisation expense in the Statement of
Profit and Loss.
32 Share-based stock payments
(a) Employee option plan
The establishment of the Coforge Employee Stock Option Plan 2005 (erstwhile NIIT Technologies Employee Stock Option Plan
2005) was approved by the shareholders at the annual general meeting held on May 18, 2005. The ESOP 2005 is designed to offer
and grant, for the benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of
India (SEBI) Guidelines (excluding promoters), options of the Company in aggregate up to 3,850,000 options under ESOP 2005,
in one or more Tranches. Further this limit is increased by 900,000 by Board of Directors in their meeting held on February 21,
2020. Under the plan, participants are granted options which vest upon completion of such terms and conditions as may be fixed
or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.

Participation in the plan is at the board's discretion and no individual has a contractual right to participate in the plan or to receive
any guaranteed benefits. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on
payment to the Company for such shares at a price to be determined in accordance with ESOP 2005. SEBI has issued the SEBI
(Share Based Employee Benefits) Regulations, 2014 which is applicable to the above ESOP 2005.
138
i) Set out below is a summary of options granted under the plan:
31 March 2021 31 March 2020
Average Average
Number of Number of
exercise price exercise price
options options
per share per share
Opening balance 69.02 1,719,230 436.32 968,340
Granted during the year 10.00 32,875 10 1,532,230
Exercised during the year * 315.56 54,080 401.96 710,685
Forfeited/ lapsed during the year 187.62 123,532 474.14 70,655
Closing balance 50.02 1,574,493 69.02 1,719,230
Vested and exercisable 261,303 98,520
* The weighted average share price at the date of exercise of these options during the year ended 31 March 2021 was Rs. 1976.04
(31 March 2020 - INR 1,451.95)
The weighted average remaining contractual life for the share options outstanding as at 31 March 2021 was 3.31 years (31 March
2020: 3.78 years).
The weighted average fair value of options granted during the year was Rs. 1,681 (31 March 2020: Rs. 1,053.65).
The range of exercise prices for options outstanding at the end of the year was Rs. 10 to Rs. 1,048.9 (31 March 2020: Rs. 10 to Rs.
1,364.4).
ii) Share options outstanding at the end of the year have the following expiry date and exercise prices:
Grant Share options outstanding as at
Grant Vesting Date Expiry date Exercise price Fair Value
Date 31 March 2021 31 March 2020
Grant XXXIX
Tranche I 20/Jun/16 20/Jun/17 20/Jun/20 534 147 - 4,890
Tranche II 20/Jun/16 20/Jun/18 20/Jun/21 534 160 - 4,890
Tranche III 20/Jun/16 20/Jun/19 20/Jun/22 534 176 - 8,350
Grant XL
Grant XLIII
Tranche II 14/Jul/16 14/Jul/18 14/Jul/21 504 149 - 2,580
Tranche III 14/Jul/16 14/Jul/19 14/Jul/22 504 164 - 7,420
Tranche III 25/Oct/16 25/Oct/19 25/Oct/22 10 366 - 7,000

Grant XLVIII
Tranche II 23/Jun/17 23/Jun/21 23/Jun/24 10 482 40,000 40,000
Grant XLIX
Tranche I 23/Jun/17 23/Jun/18 23/Jun/21 573 176 3,000 3,000
Tranche II 23/Jun/17 23/Jun/19 23/Jun/22 573 196 3,000 6,700
Tranche III 23/Jun/17 23/Jun/20 23/Jun/23 573 193 3,000 3,000
Grant L
Tranche II 23/Jun/17 23/Jun/19 23/Jun/22 10 510 - 2,250
Grant LII
Tranche II 18/Jan/18 18/Jan/20 18/Jan/23 10 656 - 4,000
Tranche III 18/Jan/18 18/Jan/21 18/Jan/24 10 645 4,000 4,000
Grant LIII
Tranche I 18/Jan/18 18/Jan/19 18/Jan/22 706 189 5,000 5,000
Tranche II 18/Jan/18 18/Jan/20 18/Jan/23 706 223 5,000 5,000
Tranche III 18/Jan/18 18/Jan/21 18/Jan/24 706 256 5,000 5,000
Grant LIV
Tranche II 23/May/18 23/May/20 23/May/23 10 998 - 3,000
Tranche III 23/May/18 23/May/21 23/May/24 10 987 3,000 3,000
Grant LV
Tranche I 23/May/18 23/May/19 23/May/22 1,049 297 15,240 15,240
Tranche II 23/May/18 23/May/20 23/May/23 1,049 369 15,240 15,240
Tranche III 23/May/18 23/May/21 23/May/24 1,049 422 15,240 15,240
Grant LVI
Tranche I 05/Sep/18 05/Sep/19 05/Sep/22 1,364 376 - 5,400
Tranche II 05/Sep/18 05/Sep/20 05/Sep/23 1,364 490 - 5,400
Tranche III 05/Sep/18 05/Sep/21 05/Sep/24 1,364 556 - 5,400
139
Grant Share options outstanding as at

Grant Vesting Date Expiry date Exercise price Fair Value
Date 31 March 2021 31 March 2020
Grant LVII
Tranche I 05/Sep/18 05/Sep/19 05/Sep/22 10 1,319 - 2,000
Tranche II 05/Sep/18 05/Sep/20 05/Sep/23 10 1,305 - 2,000
Tranche III 05/Sep/18 05/Sep/21 05/Sep/24 10 1,291 - 2,000
Grant LXVII
Tranche I 17/Mar/20 31/Mar/21 31/Dec/21 10 1,183 122,427 141,444
Tranche II 17/Mar/20 30/Sep/21 31/Dec/21 10 1,175 61,214 70,722
Tranche III 17/Mar/20 30/Sep/22 31/Dec/22 10 1,144 122,427 141,444
Tranche IV 17/Mar/20 30/Sep/23 31/Dec/23 10 1,113 122,427 141,444
Tranche V 17/Mar/20 30/Sep/24 31/Dec/24 10 1,083 61,215 70,720
Grant LXVIII
Tranche I 17/Mar/20 31/Mar/21 31/Mar/24 10 1,147 62,346 62,346
Tranche II 17/Mar/20 30/Sep/21 30/Sep/24 10 1,132 31,173 31,173
Tranche III 17/Mar/20 30/Sep/22 30/Sep/25 10 1,102 62,346 62,346
Tranche IV 17/Mar/20 30/Sep/23 30/Sep/26 10 1,072 62,346 62,346
Tranche V 17/Mar/20 30/Sep/24 30/Sep/27 10 1,043 31,171 31,171
Grant LXIX
Tranche I 17/Mar/20 31/Mar/21 31/Dec/21 10 1,183 17,274 17,274
Grant LXX
Tranche I 31/Mar/20 31/Mar/21 31/Dec/21 10 1,096 389 389
Grant LXXI
Tranche I 31/Mar/20 31/Mar/21 31/Mar/26 10 1,096 387 387
Tranche II 31/Mar/20 30/Sep/21 30/Sep/26 10 1,088 1,401 1,401
Tranche III 31/Mar/20 30/Sep/22 30/Sep/27 10 1,059 2,802 2,802
Tranche IV 31/Mar/20 30/Sep/23 30/Sep/28 10 1,031 2,804 2,804
Tranche V 31/Mar/20 30/Sep/24 30/Sep/29 10 1,003 1,402 1,402
Grant LXXII
Tranche I 31/Mar/20 30/Sep/23 30/Sep/28 10 967 30,130 30,130
Grant LXXIII
Tranche I 31/Mar/20 30/Sep/24 31/Dec/24 10 1,003 62,626 72,135
Tranche II 31/Mar/20 30/Sep/25 31/Dec/25 10 977 62,626 72,135
Grant LXXIV
Tranche I 31/Mar/20 30/Sep/24 30/Sep/29 10 941 32,576 32,576
Tranche II 31/Mar/20 30/Sep/25 30/Sep/30 10 916 32,576 32,576
Grant LXXV
Tranche I 31/Mar/20 29/Mar/27 31/Dec/27 10 931 325,176 337,426
Grant LXXVI
Tranche I 31/Mar/20 29/Mar/27 29/Mar/32 10 879 53,354 53,354
Grant LXXVII
Tranche I 10/Apr/20 30/Sep/21 31/Dec/21 10 941 8,638 -
Tranche II 10/Apr/20 30/Sep/24 31/Dec/24 10 916 8,637 -
Grant LXXVIII
Tranche I 01/Jan/21 01/Jan/22 31/Dec/22 10 2,572 1,114 -
Tranche II 01/Jan/21 30/Sep/22 31/Dec/22 10 2,550 1,115 -
Tranche III 01/Jan/21 30/Sep/22 31/Dec/22 10 2,550 2,228 -
Tranche IV 01/Jan/21 30/Sep/23 31/Dec/23 10 2,521 2,229 -
Tranche V 01/Jan/21 30/Sep/23 31/Dec/23 10 2,521 2,228 -
Tranche VI 01/Jan/21 30/Sep/24 31/Dec/24 10 2,492 2,229 -
Tranche VII 01/Jan/21 30/Sep/24 31/Dec/24 10 2,492 2,228 -
Tranche VIII 01/Jan/21 30/Sep/25 31/Dec/25 10 2,464 2,229 -
Total 1,574,493 1,719,230
140
iii) Fair value of options granted
The fair value at grant date is determined using the Black Scholes Model as per an independent valuer's report, having taken into
consideration the market price being the latest available closing price prior to the date of the grant, exercise price being the price
payable by the employees for exercising the option and other assumptions as annexed below:
Exercise Average Life of the Risk Less Dividend yield

Grant Tranche Market Price Volatility*
Price Options (in Years) Interest Rate rate
FY 2019-20
Grant LXVII I 1239.55 10.00 34.00% 1.42 5.41% 2.74%
II 1239.55 10.00 36.64% 1.67 5.48% 2.74%
III 1239.55 10.00 37.78% 2.67 5.74% 2.74%
IV 1239.55 10.00 35.52% 3.67 5.95% 2.74%
V 1239.55 10.00 37.94% 4.67 6.11% 2.74%
Grant LXVIII I 1239.55 10.00 34.00% 2.54 5.69% 2.74%
II 1239.55 10.00 37.03% 3.04 5.80% 2.74%
III 1239.55 10.00 35.62% 4.04 5.99% 2.74%
IV 1239.55 10.00 38.10% 5.04 6.14% 2.74%
V 1239.55 10.00 38.09% 6.05 6.26% 2.74%
Grant LXIX I 1239.55 10.00 34.00% 1.42 5.41% 2.74%
II 1239.55 10.00 36.64% 1.67 5.48% 2.74%
III 1239.55 10.00 37.78% 2.67 5.74% 2.74%
IV 1239.55 10.00 35.52% 3.67 5.95% 2.74%
V 1239.55 10.00 37.94% 4.67 6.11% 2.74%
Grant LXX I 1147.75 10.00 34.00% 1.38 4.82% 2.74%
II 1147.75 10.00 36.64% 1.63 4.94% 2.74%
III 1147.75 10.00 37.78% 2.63 5.38% 2.74%
IV 1147.75 10.00 35.52% 3.63 5.73% 2.74%
V 1147.75 10.00 37.94% 4.63 6.00% 2.74%
Grant LXXI I 1147.75 10.00 34.00% 1.38 4.82% 2.74%
II 1147.75 10.00 36.64% 1.63 4.94% 2.74%
III 1147.75 10.00 37.78% 2.63 5.38% 2.74%
IV 1147.75 10.00 35.52% 3.63 5.73% 2.74%
V 1147.75 10.00 37.94% 4.63 6.00% 2.74%
Grant LXXII I 1147.75 10.00 41.64% 6.00 6.23% 2.74%
Grant LXXIII I 1147.75 10.00 42.48% 4.63 6.00% 2.74%
II 1147.75 10.00 41.44% 5.63 6.19% 2.74%
Grant LXXIV I 1147.75 10.00 40.15% 7.00 6.36% 2.74%
II 1147.75 10.00 39.42% 8.00 6.44% 2.74%
Grant LXXV I 1147.75 10.00 39.67% 7.38 6.40% 2.74%
Grant LXXVI I 1147.75 10.00 39.28% 9.5 6.53% 2.74%
FY 2020-21
Grant LXXVII I 1101.85 10.00 49.93% 1.63 4.93% 2.74%
II 1101.85 10.00 42.62% 4.63 6.25% 2.74%
Grant LXXVIII I 2554.45 10.00 45.18% 1.5 3.76% 2.12%
II 2554.45 10.00 39.74% 2.0 3.96% 2.12%
III 2554.45 10.00 38.71% 3.0 4.50% 2.12%
IV 2554.45 10.00 35.42% 4.0 5.01% 2.12%
V 2554.45 10.00 34.67% 5.0 5.41% 2.12%
* 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.
141
(b) Expense arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognized in Statement of Profit and Loss as part of employee
benefit expense were as follows:
31 March 2021 31 March 2020
Expense arising from equity-settled share-based payment transactions* 356 63
* This includes impact of modification (Change of Vesting Date) amounting to Rs 12 Mn (Previous Year Nil).
33 Earnings per Share
31 March 2021 31 March 2020
(a) Basic earnings per equity share of Rs 10 each
Attributable to the equity holders of the Company (Rs. Per share) 39.32 67.93
(b) Diluted earnings per equity share of Rs 10 each
(c) Reconciliations of earnings used in calculating earnings per share
Basic earnings per share
Profit attributable to the equity holders of the Company used in calculating basic 2,399 4,225
earnings per share:
Diluted earnings per share
Profit attributable to the equity holders of the Company used in calculating diluted 2,399 4,225
earnings per share
(d) Weighted average number of shares used as the denominator
Weighted average number of equity shares used as the denominator in calculating 61,007,773 62,192,226
basic earnings per share
Adjustments for calculation of diluted earnings per share:
Stock Options 1,158,187 370,803
Weighted average number of equity shares and potential equity shares used as the 62,165,960 62,563,029
denominator in calculating diluted earnings per share
(e) Information concerning the classification of securities
Stock Options
Options granted to employees under the ESOP 2005 are considered to be potential equity shares. They have been included in
the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the
determination of basic earnings per share. Details relating to the options are set out in note 32.
34 Acquisition of first tranche in Whishworks
As at March 31, 2020, the Company along with its Subsidiary held 57.6% stake in Whishworks IT Consulting Private Limited
("Whishworks"). Consequent to the Share Purchase Agreement with shareholders of Whishworks, on 9 June 2020, the Company
along with its Subsidiary acquired incremental 23.8% stake for consideration of Rs. 689 Mn resulting in Whishworks becoming a
81.4% subsidiary as at 31 March 2021.
35 Disclosures related to revenue from contract with customers

a. Disaggregate revenue information
The table below presents disaggregated revenues from contracts with customers by geography.

Geography
31 March 2021 31 March 2020
Americas 15,961 15,046
India 3,470 2,096
Asia Pacific 913 722
Europe, Middle East and Africa 3,780 4,446
Grand Total 24,124 22,310
b. Year ended Year ended

Particulars pertaining to contract assets (unbilled revenue) (refer note 5 (iii))
31 March 2021 31 March 2020
Unbilled revenue classified to trade receivable upon billing to customer out of opening 162 125
unbilled revenue
142
c. Year ended Year ended
Particulars pertaining to contract liabilities (deferred revenue) (refer note 15 &16)
31 March 2021 31 March 2020
Revenue recognized during the year from opening deferred revenue 97 31
d. Refer note 17 for disclosure on revenue from contract with customers
e. Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as
at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue.
Applying the practical expedient as given in IndAS115, the Company has not disclosed the remaining performance obligation
related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the entity's
performance completed to date, typically those contracts where invoicing is on time and material basis, fixed monthly / fixed
capacity basis and transaction basis. Remaining performance obligation estimates are subject to change and are affected by
several factors, including terminations, changes in the scope of contracts, periodic revalidations, and adjustment for revenue that
has not materialized and adjustments for currency.
The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31, 2021, other than those
meeting the exclusion criteria mentioned above, is Rs. 267 Mn (Previous Year Rs. 765 Mn). Out of this, the Company expects
to recognize revenue of around Rs. 267 Mn (Previous Year Rs. 700 Mn) within the next one year. This includes contracts that can
be terminated for convenience without a substantive penalty since, based on current assessment, the occurrence of the same is
expected to be remote.
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 Reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the statement of cash flows:
Cash Flow during the year Finance

As at Dividend As at
Particulars Net Cash Charges
1st April 2020 Proceeds Payment Accrued 31st March 2021
Flows Accrued
Long term borrowings (including 32 - (22) (22) - - 10

Current Maturities of long term debt)
Dividend Payable (including 16 - (686) (686) - 687 17

Corporate Dividend Tax )
Interest on borrowings - (9) (9) 9 -
48 - (717) (717) 9 687 27

As at As at
Particulars Net Cash Charges Dividend
1st April 2019 Proceeds Payment 31st March 2020
Flows Accrued Accrued
Long term borrowings (including 68 - (36) (36) - - 32

Current Maturities of long term debt)
Dividend Payable (including 17 - (1,469) (1,469) - 1,468 16

Interest on borrowings - - (10) (10) 10 - -
85 - (1,515) (1,515) 10 1,468 48
38 Subsequent Event
Acquisition of first and second tranche in SLK Global
The Company made a strategic investment in M/s SLK Global Solutions Private Limited (the “Investee Company”) on April 12,
2021, and has entered into the following agreements:
(i) Share Purchase Agreement to acquire 80% equity shares over a period of two years from the existing shareholders of the
Investee Company
143
(ii) Shareholders Agreement to regulate the rights and obligations of the shareholders, inter se and for the internal management of
the Investee Company.
Out of this, equity shares equivalent to 35% of the total issued and paid up share capital of the Investee Company were purchased
on April 12, 2021 (“Tranche 1”) and equity shares equivalent to 25% of the total issued and paid up share capital of the Investee
Company were purchased on April 28, 2021 (“Tranche 2”) , aggregating to 60% of the total share capital of the Investee Company.
The balance equity shares equivalent to 20% (twenty per cent) of the total issued and paid up share capital of the Investee
Company will be purchased after two years from the date hereof.
For acquiring 60% stake in the Investee Company, the Company invested Rs. 9,183 Mn. The Company funded this transaction
partially from Redeemable Non-Convertible Bonds amounting to Rs. 3,400 Mn and balance through internal accruals.
39 Previous year figures have been reclassified to conform to current year's classification.
Date : May 6, 2021 Date : May 6, 2021

144
INDEPENDENT AUDITOR’S REPORT

To the Members of Coforge Limited (erstwhile NIIT Technologies Limited)
Report on the Audit of the Consolidated Ind AS Financial Statements
Opinion
We have audited the accompanying consolidated Ind AS financial statements of Coforge Limited (Erstwhile NIIT
Technologies Limited) (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and
its subsidiaries together referred to as “the Group”) comprising of the consolidated Balance sheet as at March 31 2021,
the consolidated Statement of Profit and Loss, including other comprehensive income, the consolidated Cash Flow
Statement and the consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated
Ind AS financial statements, including a summary of significant accounting policies and other explanatory information
(hereinafter referred to as “the consolidated Ind AS financial statements”).
In our opinion and to the best of our information and according to the explanations given to us and based on the
consideration of reports of other auditors on separate financial statements and on the other financial information of the
subsidiaries, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act,
2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2021, their
consolidated profit including other comprehensive income, their consolidated cash flows and the consolidated statement
of changes in equity for the year ended on that date.
Basis for Opinion

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

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated Ind AS financial statements for the financial year ended March 31, 2021. These matters were addressed in
the context of our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit
addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have
fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated Ind AS financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the performance
of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated Ind AS
financial statements. The results of audit procedures performed by us and by other auditors of components not audited by
us, as reported by them in their audit reports furnished to us by the management, including those procedures performed
to address the matters below, provide the basis for our audit opinion on the accompanying consolidated Ind AS financial
statements.
Recoverability of trade receivables and unbilled revenue related to Government Customers
a)
Covid-19 outbreak continues to spread across the Our audit procedures included:
globe and India, which has contributed to significant a) We evaluated the Group’s processes and controls relating
145
impact to the global financial and economic activities. The to the monitoring of trade receivables & unbilled from customers
Group has assessed the impact of the global pandemic on in the travel & hospitality and government sector;
the financial statements, including the subsequent events b) We performed procedures relating to obtaining evidence of
upto the reporting date as below. As a result, the Group receipts from the trade receivables after the period end on
has recognised Rs 201 Mn as provision for doubtful debts test check basis;
in the current year, against customers in the travel and
c)
We obtained and reviewed the industry-segment
hospitality sector. The appropriateness of the allowance for
assessment of the management, evaluated the same
doubtful trade receivables pertaining to customers in travel
basis publicly available information and compared with our
and hospitality sector is subjective due to the high degree of
assessment;
significant judgment applied by management in determining
the impairment provision. d) We inquired management about the recoverability status
and reviewed communication received from the customers;
Refer Note5(iv) to the Consolidated Ind AS Financial e)
We also obtained confirmation of balance from the
Statements. customers in travel and hospitality sector and performed
b)
As at March 31, 2021, the Group has outstanding alternate procedures wherever we did not obtain
trade receivables and unbilled revenue relating to confirmations; and
Government customers in India. The appropriateness of f)
We evaluated management’s assumptions used to
the allowance for doubtful trade receivables pertaining determine the impairment amount, through analysis of
to Government customers in India is subjective due to ageing of trade receivables, assessment of material
the high degree of significant judgement applied by overdue individual trade receivables and risks specific to
management in determining the impairment provision. the customers in travel & hospitality and government sector.
Refer Note 5 (iii) (ii) and 5(iv) to the Consolidated Ind AS
Financial Statements.
Impairment- Goodwill and other intangibles
Determination of recoverable amount pertaining to Goodwill Our audit procedures included:
and other intangibles is complex and typically requires a a) We evaluated the Group’s internal controls over its annual
high level of judgement, taking into account the different impairment test, key assumptions applied such as discount
economic environments in which the Group operates. The rates and growth rates based on our understanding of
most significant judgements arise over the forecast cash the relevant business and the industry and economic
flows, discount rate and growth rate applied in the valuation environment in which it operates;
models. Due to the inherent uncertainty associated b) We compared forecasts to business plans and also previous
with these assumptions and the consequent cash flow forecasts to actual results to assess the performance of the
projections, the same is considered as a key audit matter. business and the forecasting of the scenarios used, in the
context of our wider business understanding; and
Refer Note 4(i) of the Consolidated Ind AS Financial c) We involved our own valuation specialists to assist us in
statements. evaluating the key assumptions and methodologies used by
the Group, in particular those relating to discount rates, and
growth rates, which were based on 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 Report and Report on Corporate
Governance, but does not include the consolidated Ind AS financial statements and our auditor’s report thereon.
Our opinion on the consolidated Ind AS 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 Ind AS 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.
146
Responsibilities of Management for the Consolidated Ind AS Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated
Ind AS 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 the Group and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies; making judgements 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 Ind AS 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 Ind AS financial statements by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated Ind AS financial statements, 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 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 the Group.
Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated Ind AS 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 Ind AS 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 Ind AS 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 appro-
priate 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 sig-
nificant 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 Ind AS
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.
147
•• Evaluate the overall presentation, structure and content of the consolidated Ind AS financial statements, including
the disclosures, and whether the consolidated Ind AS 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 Ind AS finan-
cial statements. We are responsible for the direction, supervision and performance of the audit of the financial state-
ments of such entities included in the consolidated financial statements of which we are the independent auditors.
For the other entities included in the consolidated Ind AS 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 Ind AS 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 Ind AS financial statements for the financial year ended March 31, 2021 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.
Other Matter
(a) We did not audit the financial statements and other financial information, in respect of thirteen subsidiaries, whose
Ind AS financial statements include total assets of Rs 7,360 million as at March 31, 2021, and total revenues of
Rs 10,000 million and net cash outflow of Rs 821 million for the year ended on that date. These Ind AS 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 Ind AS 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-section (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 in respect of five
subsidiaries, whose Ind AS financial statements reflect total assets of Rs 73 million as at March 31, 2021, and
total revenues of Nil and net cash outflows of Rs. 6 million for the year ended on that date. These unaudited
financial statements 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, 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 are not material to the Group.
Our opinion above on the consolidated Ind AS 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 certified by the Management.
Report on Other Legal and Regulatory Requirements

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 Ind AS 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;
148
(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 Ind AS financial statements;
(d) In our opinion, the aforesaid consolidated Ind AS 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,
2021 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, 2021 from being appointed as a director in terms
of Section 164 (2) of the Act;
(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting
with reference to these consolidated Ind AS financial statements of the Holding Company and its subsidiary
companies,incorporated in India, refer to our separate Report in “Annexure 1” to this report;
(g) 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, 2021 has been provided by the Holding Company, its subsidiaries
incorporated in India to their 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 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 Ind AS financial statements disclose the impact of pending litigations on its consolidated
financial position of the Group in its consolidated Ind AS financial statements – Refer Note 33 to the consolidated
Ind AS financial statements;
ii. Provision has been made in the consolidated Ind AS 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 Note 16(i) and 28(i) to the consolidated Ind AS 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, its subsidiaries, incorporated in India during the year ended March
31, 2021.

______________________________
per Vineet Kedia
Partner
UDIN: 21212230AAAABP5925
Date: May 06, 2021
149
ANNEXURE1 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED IND AS
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 Ind AS financial statements of Coforge Limited (erstwhile NIIT
Technologies Limited) (hereinafter referred to as the “Holding Company”) as of and for the year ended March 31, 2021,
we have audited the internal financial controls with reference to consolidated Ind AS financial statements of the Holding
Company and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), which are
companies incorporated in India, as of that date.
Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the companies included in the Group, which are companies incorporated in India,
are responsible for establishing and maintaining internal financial controls based on the internal control over financial
reporting criteria established by the Holding Company considering the essential components of internal control stated in
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Holding Company’s internal financial controls with reference to
consolidated Ind AS 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 Ind AS 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 Ind AS financial statements and their operating effectiveness. Our audit of internal financial
controls with reference to consolidated Ind AS financial statements included obtaining an understanding of internal
financial controls with reference to consolidated Ind AS 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 Ind AS financial statements.
Meaning of Internal Financial Controls With Reference to Consolidated Ind AS Financial Statements
A company’s internal financial control with reference to consolidated Ind AS 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 Ind AS 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
150
ANNEXURE1 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED IND AS
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 Consolidated Ind AS Financial Statements
Because of the inherent limitations of internal financial controls with reference to consolidated Ind AS 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 Ind AS financial statements to future periods are subject to the risk that the internal financial controls with
reference to consolidated Ind AS 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 Holding Company and its subsidiary companies, which are companies incorporated in India, have,
maintained in all material respects, adequate internal financial controls with reference to consolidated Ind AS financial
statements and such internal financial controls with reference to consolidated Ind AS financial statements were operating
effectively as at March 31,2021, 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 Ind AS financial statements of the Holding Company, in so far as it relates to
one subsidiary, which is company incorporated in India, is based on the corresponding report of the auditors of such
subsidiary,incorporated in India.

______________________________
per Vineet Kedia
Partner
Date: May 06, 2021
151

Consolidated Balance Sheet (All amounts in Rs Mn unless otherwise stated)
Particulars Notes As at 31 March 2021 As at 31 March 2020
ASSETS
Non-current assets
Property, plant and equipment 3 3,902 4,013
Right-of-use assets 3 614 792
Capital work-in-progress 3 2 3
Goodwill 4 4,226 4,091
Other intangible assets 4 1,464 1,897
Financial assets
Investments 5 (i) 0 0
Other financial assets 5 (iii) 1,829 650
Deferred tax assets (net) 7 1,548 1,302
Other non-current assets 8 254 140
Total non-current assets 13,839 12,888
Current assets
Financial assets
Investments 5 (ii) 124 137
Trade receivables 5 (iv) 8,895 8,565
Cash and cash equivalents 6 (i) 7,999 8,195
Other bank balances 6 (ii) 123 839
Other financial assets 5 (iii) 2,717 2,427
Current tax assets (net) 9 358 411
Other current assets 10 1,079 936
Total current assets 21,295 21,510
TOTAL ASSETS 35,134 34,398
EQUITY AND LIABILITIES
Equity
Equity share capital 11 606 625
Other equity
Reserves and surplus 12 23,041 22,885
Other reserves 13 1,014 455
Equity attributable to owners of Coforge Limited 24,661 23,965
Non-controlling interests 14 - -
Total equity 24,661 23,965
Liabilities
Non-Current Liabilities
Borrowings 15(i) 5 48
Trade payables 15(ii) 325 206
Other financial liabilities 15(iii) 546 1,247
Provisions 16 (i & ii) 696 593
Deferred tax liabilities 7 295 397
Other non-current liabilities 17 181 -
Total non- current liabilities 2,048 2,491
Current liabilities
Trade payables 15(iv) 3,398 2,634
Other financial liabilities 15(v) 1,195 2,406
Provisions 16 (i & ii) 225 329
Other current liabilities 18 3,607 2,573
Total current liabilities 8,425 7,942
Total Liabilities 10,473 10,433
TOTAL EQUITY AND LIABILITIES 35,134 34,398
Date : May 6, 2021 Date : May 6, 2021

152

Consolidated Statement of Profit and Loss (All amounts in Rs Mn unless otherwise stated)
Particulars Note
31 March 2021 31 March 2020
Revenue from operations 19 46,628 41,839
Other income 20 326 677
Total income 46,954 42,516
Expenses
Purchases of stock-in-trade / contract cost 1,935 844
Employee benefits expense 21 28,158 25,298
Depreciation and amortisation expense 22 1,836 1,730
Other expenses 23 8,740 8,464
Finance costs 24 143 155
Total expenses 40,812 36,491
Profit before tax exceptional items and tax 6,142 6,025
Exceptional items 25 180 71
Income tax expense: 26
Current tax 1,608 1,551
Deferred tax (306) (273)
Total tax expense 1,302 1,278
Profit for the year 4,660 4,676
Other comprehensive income/(loss)
Items that may be reclassified to profit or loss
Deferred gains/(loss) on cash flow hedges 13 369 (473)
Exchange differences on translation of foreign operations 285 452
Income tax relating to items that will be reclassified to profit or loss (95) 120
559 99
Items that will not be reclassified to profit or loss
Remeasurement of post- employment benefit obligations (expenses) / income (12) 3
Income tax relating to items that will not be reclassified to profit or loss 3 (1)
(9) 2
Other comprehensive income for the year, net of tax 550 101
Total comprehensive income for the year 5,210 4,777
Profit is attributable to:

Owners of Coforge Limited 4,556 4,440
Non-controlling interests 14 104 236
4,660 4,676
Other comprehensive income is attributable to:

Owners of Coforge Limited 550 101
Non-controlling interests - -
550 101
Total comprehensive income is attributable to:
Owners of Coforge Limited 5,106 4,541
Non-controlling interests 14 104 236
5,210 4,777
Earnings per equity share (of Rs 10 each) attributable to owners of
Coforge Limited
Basic earnings per share 38 74.68 71.39
Diluted earnings per share 38 73.29 70.97
Date : May 6, 2021 Date : May 6, 2021

153

Consolidated Statement of Changes in Equity (All amounts in Rs Mn unless otherwise stated)
a. Equity Share Capital
Particulars Number Amount

At 31 March 2019 61,783,874 618
Changes in equity share capital 710,685 7
At 31 March 2020 62,494,559 625
Shares extinguished on buy back (Refer note 11) (1,956,290) (20)
At 31 March 2021 60,592,349 606
b. Other Equity
Reserves and Surplus Other Reserves

Cash Foreign Total Non-
Capital Employee
154
Description Capital Securities General Retained Flow Currency other controlling Total
Redemption stock equity interest
Reserve Premium Reserves Earnings Hedging Translation
Reserve option
Reserve Reserve
Balance at 1 April 2019 11 17 614 180 2,306 16,621 156 200 20,105 75 20,180
Profit for the year - - - - - 4,440 - - 4,440 236 4,676

Other Comprehensive Income - - - - - 2 (353) 452 101 - 101
Total Comprehensive Income for the year - - - - - 4,442 (353) 452 4,541 236 4,777
Transferred from stock options outstanding on exercised - - 160 (160) - - - - - - -
options
Shares issued for exercised options - - 279 - - - - - 279 - 279
Impact on fair valuation of employee stock options - - - 63 - - - - 63 - 63
Dividend paid - - - - - (1,249) - - (1,249) - (1,249)
Corporate dividend tax** - - - - - (219) - - (219) - (219)
Effect of adoption of Ind AS 116 Leases (Refer note 35) - - - - - (127) - - (127) - (127)
Fair valuation impact on future acquisition liability* - - - - - (127) - - (127) (238) (365)
Others - - - - - 74 - - 74 (73) 1
Balance as at 31 March 2020 11 17 1,053 83 2,306 19,415 (197) 652 23,340 - 23,340
** Subsidiary has declared the dividend on which dividend distribution tax was paid by the subsidiary which has been adjusted with dividend tax liability to be payable on dividend distributed by the Company
pursuant to the provisions of Income Tax Act, 1961
Reserves and Surplus Other Reserves

Cash Foreign Total Non-
Description Capital Employee other controlling Total
Capital Securities General Retained Flow Currency
Redemption stock interest
Reserve Premium Reserves Earnings Hedging Translation equity
Reserve option
Reserve Reserve
Balance at 1 April 2020 11 17 1,053 83 2,306 19,415 (197) 652 23,340 - 23,340
Profit for the year - - - - - 4,556 - - 4,556 104 4,660

Other Comprehensive Income - - - - - (9) 274 285 550 - 550
Total Comprehensive Income for the year - - - - - 4,547 274 285 5,106 104 5,210
Transferred from stock options outstanding on exercised options - - 22 (22) - - - - - - -
Shares issued for exercised options - - 17 - - - - - 17 - 17
Impact on fair valuation of employee stock options - - - 462 - - - - 462 - 462
Dividend paid - - - - - (687) - - (687) - (687)
Corporate dividend tax# - - - - - - - - - - -
155
Fair valuation impact on future acquisition liability* - - - - - (36) - - (36) (104) (140)
Buy back of equity shares including transaction cost (Refer note 11) - 19 (1,053) - (249) (2,864) - (4,147) - (4,147)
Balance as at 31 March 2021 11 36 39 523 2,057 20,375 77 937 24,055 - 24,055
* Fair valuation impact on future acquisition liability is net off NCI adjustment (Refer note 14)
#The Finance Act 2020 has repealed the Corporate Dividend Tax (CDT). The Company is now required to pay / distribute dividend after deducting applicable taxes.
The accompanying notes are an integral part of the financial statement

Date : May 6, 2021 Date : May 6, 2021

UDIN:21212230AAAABP5925
Date: May 6, 2021 Date : May 6, 2021 Date : May 6, 2021

Consolidated Statement of Cash Flows (All amounts in Rs Mn unless otherwise stated)

Particulars
31 March 2021 31 March 2020
Cash flow from operating activities
Adjustments for
Depreciation and amortisation expense 1,836 1,730
Impairment of goodwill - 40
Loss on disposal of property, plant and equipment (net) 16 13
Interest and finance charges 79 85
Provision for customer contracts written back (87) (148)
Provision for doubtful debts & unbilled revenue (including exceptional) (net) 610 84
Dividend and interest income classified as investing cash flows - (12)
Interest income from financial assets at amortised cost (40) (69)
Gain on closure of subsidiary - (96)
Gain on sale of investments (1) (423)
Unrealized loss / (gain) on fair valuation of current investments (7) 215
Unwinding of discount- Finance Income (69) (24)
Unwinding of discount- Finance Cost 28 35
2,841 1,493
Changes in operating assets and liabilities
(Increase)/Decrease in trade receivables (691) (2,071)
(Increase)/Decrease in other financial assets (566) (1,715)
(Increase)/Decrease in other assets (218) 166
Increase/(Decrease) in provisions 80 (37)
Increase/(Decrease) in trade payables 785 958
Increase/(Decrease) in other liabilities 1,112 35
Cash generated/ (used) from operations 502 (2,664)

Income taxes paid (1,682) (1,814)
Net cash inflow from operating activities 7,623 2,969
Cash flow from investing activities

Purchase of property, plant and equipment (782) (725)
Proceeds from sale of property, plant and equipment 25 22
Purchase of additional stake in subsidiaries/ business acquisition (1,691) (1,362)
Purchase of subsidiaries - (1,494)
Distribution on closure of subsidiary - 897
Purchase of current investments - (6,787)
Proceeds from sale of current investments 21 10,489
Dividend Income - 12
Interest received on banks 73 71
Net cash (outflow) / inflow from investing activities (2,354) 1,123
156

Particulars
31 March 2021 31 March 2020
Cash flow from financing activities (Refer note 42)
Payment for buy back of own equity shares (including taxes) (4,166) (11)
Proceeds from issue of shares (including securities premium) 18 286
Proceeds from term loan - 281
Repayment of term loan (306) (42)
Cash paid for principal portion of lease liabilities (312) (287)
Interest paid (79) (85)
Dividends paid to the Company’s shareholders (686) (1,469)
Net cash (outflow) from financing activities (5,531) (1,327)
Cash acquired on acquisition of subsidiary - 238

Net increase (decrease) in cash and cash equivalents (262) 3,003
Cash and cash equivalents at the beginning of the financial year 8,195 5,194
Previous year assets classified as held for sale included in investing activities above - (115)
Effects of exchange rate changes on cash and cash equivalents 66 113
Cash and cash equivalents at the end of the financial year 7,999 8,195
Cash and Cash Equivalents comprise of:

Cash on hand - -
Balances with banks 7,264 4,631
Fixed deposit accounts (less than 3 months maturity) 727 3,265
Total [Refer note 6(i)] 7,999 8,195
Date : May 6, 2021 Place : New Jersey, USA Place : Mumbai
Date : May 6, 2021

Membership No.212230 Place : Gurugram Place : Noida
UDIN: 21212230AAAABP5925 Date : May 6, 2021 Date : May 6, 2021
Place : Mumbai
Date : May 6, 2021
157
Consolidated Notes to the financial Statements (All amounts in Rs. Mn unless otherwise stated)
Background
Coforge Limited (erstwhile known as NIIT Technologies 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”) 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 Bombay Stock Exchange (BSE) and
the National Stock Exchange (NSE). These financial statements were authorised for issue in accordance with a
resolution of the directors on May 6, 2021.
On June 14, 2020, the Shareholders of the Company have approved the proposed change in name of the Company
from “NIIT Technologies Limited” to “Coforge Limited”. The name of the Company has been changed from “NIIT
Technologies Limited” to “Coforge Limited” w.e.f. August 3, 2020 vide certificate of incorporation pursuant to change
of name issued by the Ministry of Corporate Affairs, Government of India.
1. Significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these consolidated
financial statements. These policies have been consistently applied to all the years presented, unless otherwise
stated.
(a) Basis of preparation
(i) Compliance with Ind AS
The consolidated financial statements comply in all material aspects with Indian Accounting Standards (Ind AS)
notified under Section 133 of the Companies Act, 2013 (the Act) [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)] and other relevant provisions of the Act.
(ii) Historical cost convention
The consolidated financial statements have been prepared on a historical cost basis, except for the following:
- c ertain financial assets and liabilities (including derivative instruments) and contingent consideration that are
measured at fair value;
- defined benefit plans- plan assets measured at fair value; and
- share-based payments
(iii) 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
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
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The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and
cash equivalents. The Group has identified twelve months as its operating cycle.
(b) Principles 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.
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 of subsidiaries
have been changed where necessary to ensure consistency with the policies 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, consolidated statement of changes in equity and balance sheet respectively.
(ii) Changes in ownership interests
The Group treats transactions with non- controlling interests that do not result in a loss of control as transactions
with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying
amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any
difference between the amount of the adjustment to non-controlling interests and any consideration paid or
received is recognized within equity.
When the Group ceases to consolidate because of a loss of control, any retained interest in the entity is
remeasured to its fair value with the change in carrying amount recognized in profit or loss. This fair value
becomes the initial carrying amount for the purpose of subsequently accounting for the retained interest as an
associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive
income are reclassified to profit or loss.
(c) Use of Estimates
The preparation of financial statements in conformity with Ind AS requires the management to make estimates
and assumptions 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 and
accompanying notes. 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 accounting for costs expected to be incurred to complete performance under service arrangements,
allowance for uncollectible accounts receivables and unbilled revenue, accrual of warranty costs, income taxes,
valuation of share-based compensation, future obligations under employee benefit plans, the useful lives of
property, plant and equipment and intangible assets, impairment of property, plant and equipment, intangibles
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and goodwill, valuation allowances for deferred tax assets, financial liability for future acquisition and other
contingencies and commitments. Changes in estimates are reflected in the financial statements in the period in
which the changes are made. Actual results could differ from those estimates.
The Group has considered the possible effects that may result from COVID-19 on the carrying amount of
receivables, unbilled revenue, goodwill and intangible assets. In developing the assumption relating to the
possible future uncertainties in the global conditions because of the pandemic, the Group, as on date of approval
of these financial statements, used internal and external sources of information. The Group has performed
sensitivity analysis on the assumptions used and based on current estimates expects the carrying amount of
these assets will be recovered. The impact of COVID-19 on the consolidated financial statements may differ
from that estimated as at the date of approval of these consolidated financial statements.
(d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency
of the primary economic environment in which the entity operates (the ‘functional currency’). Financial
statements of the Group are presented in Indian Rupee (INR), which is the Group’s functional & presentation
currency.
(ii) Transactions & Balances
All foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate
between the functional currency and the foreign currency at the monthly rate which approximately equals to
transaction rate. Foreign exchange gains & losses resulting from the settlement of such transactions and from
the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates
are generally recognized in profit or loss.
As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in
a foreign currency are reported using the exchange rate at the date of the transaction. All monetary assets
and liabilities in foreign currency are restated at the end of the accounting period. Exchange difference on
restatement of all other monetary items are recognized in the Statement of Profit and Loss.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:
- assets and liabilities are translated at the closing rate at the date of the balance sheet
- income and expenses are translated at the monthly average rates (unless this is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions), and
- all resulting exchange differences are recognized in other comprehensive income.
When a foreign operation is sold/wound up, the associated exchange differences are reclassified to profit or
loss, as part of the gain or loss on sale/winding up.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and
liabilities of the foreign operation and translated at the closing rates.
(e) Revenue from operation

The Group derives revenues primarily from business IT services comprising of software development and
related services, consulting and package implementation and from the licensing of software products and
platforms across our core and digital offerings (“together called as software related services”).
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that
reflects the consideration we expect to receive in exchange for those products or services. The Group presents
revenues net of indirect taxes in its statement of Profit and loss.
Arrangements with customers for software related services are either on a time-and-material basis, fixed-price,
fixed capacity/fixed monthly or on transaction based.
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Revenue on time-and-material contracts are recognized over time as the related services are performed.
Revenue from fixed-price, fixed-capacity/ fixed monthly contracts, where the performance obligations are
satisfied over time and where there is no uncertainty as to measurement or collectability of consideration,
is recognized as per the percentage-of-completion method. When there is uncertainty as to measurement
or ultimate collectability, revenue recognition is postponed until such uncertainty is resolved. Efforts or costs
expended have been used to measure progress towards completion as there is a direct relationship between
input and productivity. Maintenance / warranty revenue is recognized rateably over the term of the underlying
maintenance / warranty arrangement. Transaction based revenue is recognised by multiplying transaction rate
to actual transaction taken place during a period.
Revenues in excess of invoicing are treated as contract assets (which we refer as unbilled revenue) while
invoicing in excess of revenues are treated as contract liabilities (which we refer to as deferred revenues). The
Group classifies amounts due from customer as receivable or unbilled revenue 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 unbilled revenue.
In arrangements for software development and related services and maintenance services, the Group has
applied the guidance in Ind AS 115, Revenue from contract with customers, by applying the revenue recognition
criteria for each distinct performance obligation. The arrangements with customers generally meet the criteria for
considering software development and related services as distinct performance obligations. For allocating the
transaction price, the Group has measured the revenue in respect of each performance obligation of a contract
at its relative standalone selling price. The price that is regularly charged for an item when sold separately is the
best evidence of its standalone selling price. In cases where the Group is unable to determine the standalone
selling price, the Group uses the expected cost plus margin approach in estimating the standalone selling price.
For software development and related services, the performance obligations are satisfied as and when the
services are rendered since the customer generally obtains control of the work as it progresses.
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.The cost for third party licenses are recorded as part of ‘Other Production Costs’.
Arrangements to deliver software products generally have three elements: license, implementation and Annual
Maintenance Services. The Group has applied the principles under Ind AS 115 to account for revenues from
these performance obligations. When implementation services are provided in conjunction with the licensing
arrangement and the license and implementation have been identified as two separate performance obligations,
the transaction price for such contracts are allocated to each performance obligation of the contract based
on the relative standalone selling prices. In the absence of standalone selling price for implementation, the
performance obligation is estimated using the expected cost plus margin approach. Where the license is
required to be substantially customized as part of the implementation service the entire arrangement fee for
license and implementation is considered to be a single performance obligation and the revenue is recognized
using the percentage-of-completion method as the implementation is performed.
The Group accounts for discounts and incentives to customers as a reduction of revenue based on the relatable
allocation of the discounts/ incentives to each of the underlying performance obligation. Also, when the level
of discount varies with increases in levels of revenue transactions, the Group recognizes the liability based on
its estimate of the customer’s future services. If it is probable that the criteria for the discount will not be met
then discount is not recognized until the payment is probable. The Group recognizes changes in the estimated
amount of obligations for discounts in the period in which the change occurs.
Deferred contract costs are incremental costs of obtaining a contract which are recognised as assets and
amortized over the term of the contract.
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
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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.
(f) Income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based
on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at
the end of the reporting period in the countries where the Company and its subsidiaries (including branches)
operate and generate taxable income. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions,
where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the
tax basis of assets and liabilities and their carrying amounts in the consolidated financial statements. However,
deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income
tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than
a business combination that at the time of the transaction affects neither accounting profit nor taxable profit (tax
loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially
enacted by the end of the reporting period and are expected to apply when the related deferred income tax
asset is realized or the deferred income tax liability is settled.
Deferred tax assets are recognized for all deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and
tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a
net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax bases
of investments in subsidiaries and branches where the Group is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases
of investments in subsidiaries and branches where it is not probable that the differences will reverse in the
foreseeable future and taxable profit will not be available against which the temporary difference can be
utilised.
Current tax, deferred tax and MAT credit 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 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.
(g) Leases
The Group has adopted Ind AS 116 “Leases” from April 01, 2019.
The Group as a lessee
The Group’s lease asset classes primarily consist of leases for land and buildings. The Group assesses whether
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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 liability is initially measured at amortized cost at the present value of the future lease payments. 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. Lease liabilities are remeasured with
a corresponding adjustment to the related right-of-use asset if the Group changes its assessment of whether it
will exercise an extension or a termination option.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have
been classified as financing cash flows.
The Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset
are classified as operating leases. Initial direct costs incurred in negotiating and arranging an operating lease
are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as
rental income. Contingent rents are recognized as revenue in the period in which they are earned.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer
from the Group to the lessee. Amounts due from lessees under finance leases are recorded as receivables
at the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to
reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease
separately. The sub-lease is classified as a finance or operating lease by reference to the ROU asset arising
from the head lease.
(h) Impairment of non-financial assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested
annually for impairment, or more frequently if events or changes in circumstances indicate that they might
be impaired. Other assets are tested for impairment annually, or more frequently if events or changes in
circumstances indicate that they might be impaired whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the
asset’s carrying amount exceeds its recoverable amount. The recoverable amount is higher of an asset’s fair
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value less cost of disposal or value in use. For the purpose of assessing impairment, assets are grouped at the
lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash
inflows from other assets or a group of assets (cash generating units). Non-financial assets, other than goodwill,
that suffer an impairment are reviewed for possible reversal of the impairment at the end of each reporting
period.
(i) 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 balance sheet.
(j) Trade receivables
Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the
effective interest method, less provision for impairment.
(k) 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.
(l) 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.
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.
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)
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset
and the cash flow characteristics of the asset. There are three measurement categories into which the Group
classifies its debt instruments:
Amortized cost: A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.
This category is the most relevant to the entity. After initial measurement, such financial assets are subsequently
measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by
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taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included in finance 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 (FVTOCI): 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
entity 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 entity 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. Debt instruments included within the FVTPL category are measured at fair value
with all changes recognized in the P&L
Equity instruments
All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for
trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103
applies are classified as at FVTPL. For all other equity instruments, the entity may make an irrevocable election
to present in other comprehensive income subsequent changes in the fair value. The entity makes such election
on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.
If the entity decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on
sale of investment. However, the entity may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized
in the P&L.
(iii) Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a entity of similar financial assets) is
primarily derecognised (i.e. removed from the entity’s consolidated balance sheet) when:
► The rights to receive cash flows from the asset have expired, or
► The entity has transferred its rights to receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement;
and either (a) the entity has transferred substantially all the risks and rewards of the asset, or (b) the entity
has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.
When the entity has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has
neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control
of the asset, the entity continues to recognise the transferred asset to the extent of the entity’s continuing
involvement. In that case, the entity also recognises an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects the rights and obligations that the entity has retained.
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Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the entity could be
required to repay.
(iv) Impairment of financial assets
In accordance with Ind AS 109, the entity applies expected credit loss (ECL) model for measurement and
recognition of impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities,
deposits, trade receivables and bank balance
b)
Trade receivables or any contractual right to receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 115.
The entity follows ‘simplified approach’ for recognition of impairment loss allowance on:
► Trade receivables or contract revenue receivables; and
► All lease receivables resulting from transactions within the scope of Ind AS 116
The application of simplified approach does not require the entity to track changes in credit risk. Rather, it
recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial
recognition.
ECL is the difference between all contractual cash flows that are due to the entity in accordance with the
contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the
original EIR. When estimating the cash flows, an entity is required to consider:
► All contractual terms of the financial instrument (including prepayment, extension, call and similar options)
over the expected life of the financial instrument. However, in rare cases when the expected life of the
financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual
term of the financial instrument.
As a practical expedient, the entity uses a provision matrix to determine impairment loss allowance on portfolio
of its trade receivables and unbilled revenue. The provision matrix is based on its historically observed default
rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every
reporting date, the historical observed default rates are updated and changes in the forward-looking estimates
are analysed. ECL impairment loss allowance (or reversal) recognized during the period is recognized as
income/ expense in the statement of profit and loss (P&L). This amount is reflected under the head ‘other
expenses’ in the P&L. The balance sheet presentation for contractual revenue receivables is presented as an
allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance
reduces the net carrying amount. Until the asset meets write-off criteria, the entity does not reduce impairment
allowance from the gross carrying amount.
(m) Financial liabilities
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, net of directly attributable transaction costs. The Group’s financial liabilities include trade and
other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative
financial instruments.
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.
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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.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting period.
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.
(iii) Income recognition
Interest income
Interest income is recognized using effective interest rate method taking into account the amount outstanding
and the rate of Interest applicable.
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.
(n) Derivatives and hedging activities
The entity uses derivative financial instruments, forward currency contracts. 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 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
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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 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 and deferred costs of hedging in equity at that time
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.
(o) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a
legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or
realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on
future events and must be enforceable in the normal course of business and in the event of default, insolvency
or bankruptcy of the Group or the counterparty.
(p) Property, plant and equipment
Freehold land is carried at historical cost. 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 Group and the
cost of the item can be measured reliably. 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.
The cost of assets not ready to 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.
On transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and
equipment recognized as at 1 April 2015 measured as per the previous GAAP and use that carrying value as
the deemed cost of the property, plant and equipment.
Depreciation methods, estimated useful lives and residual value

Depreciation is provided on a pro-rata basis on the straight-line method over the estimated useful lives of the
assets. The estimates of useful lives of the assets are as follows:
Asset Useful life
Leasehold Land Over the period
Buildings 60 years
Plant and Machinery:
Computers and peripherals 2-5 years
Office Equipment 5 years
Other assets 3-15 years
Furniture and Fixtures 4-10 years
Leasehold improvements 3 years or lease period whichever is lower
Vehicles 8 years
168
The useful lives have been determined based on technical evaluation done by the management’s expert which
are higher than those specified by Schedule II to the Companies Act, 2013, in order to reflect the actual usage
of the assets. The residual values are not more than 5% of the original cost of the asset.
The asset’s residual values and useful life are reviewed, and adjusted if appropriate, at the end of each reporting
period.
The asset’s carrying amount is written down immediately to it’s recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
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.
(q) Intangible assets
(i) Goodwill
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortized but it is
tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might
be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an
entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to
those cash-generating units that are expected to benefit from the business combination in which the goodwill
arose. The units are identified at the lowest level at which goodwill is monitored for internal management
purposes, which in our case are the operating segments.
(ii) Brand, Customer Relationships and other rights
Separately acquired patents and copyrights are shown at historical cost. Patents, Copyrights, Non-Compete,
Brand and Customer relationship acquired in a business combination are recognized at fair value at the
acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortization
and impairment losses
(iii) Computer software
Costs associated with maintaining software programmes are recognized as an expense as incurred.
Development costs that are directly attributable to the design and testing of identifiable and unique software
products controlled by the Group are recognized as intangible assets when the following criteria are met:
- It is technically feasible to complete the software so that it will be available for use
- Management intends to complete the software and use or sell it
- There is an ability to use or sell the software
- It can be demonstrated how the software will generate probable future economic benefits
- Adequate technical, financial and other resources to complete the development and to use or sell the software
are available, and
- The expenditure attributable to the software during its development can be reliably measured
Directly attributable costs that are capitalized as part of the software include employee costs and an appropriate
portion of relevant overheads
During the period of development, the asset is tested for impairment annually. Capitalized development costs
are recorded as intangible assets and amortized from the point at which the asset is available for use.
(iv) Research and development
Research expenditure and development expenditure that do not meet the criteria in (iii) above are recognized
as an expense as incurred. Development costs previously recognized as an expense are not recognized as an
asset in a subsequent period.
(v) Amortization methods and periods
The Group amortizes intangible assets with a finite useful life using the straight-line method over the following
periods:
169
Patents, copyright and other rights 5 years
Computer software- external 3 years
Non- compete fees 5-6 years
Brand 10 years
Customer Contract/ Relationships 5-10 years
Project specific softwares are amortized over the project duration
(vi) Transition to Ind AS
On transition to Ind AS, the Group has elected to continue with the carrying value of all of intangible assets
recognized as at 1 April 2015 measured as per the previous GAAP and use that carrying value as the deemed
cost of intangible assets.
(r) Financial Liabilities
(i) Trade payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year
which are unpaid. The amounts are unsecured and are usually paid as per the agreed terms. Trade payables are
presented as current liabilities unless payment is not due within 12 months after the reporting period. They are
recognized initially at their fair value and subsequently measured at amortized cost using the effective interest
method.
(ii) Other financial liabilities
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
The Group’s other financial liabilities include borrowings including bank overdrafts and other payables.
After initial recognition, other financial liabilities are subsequently measured at amortized cost using the
effective interest rate (EIR) method. Gains and losses are recognized in the statement of profit and loss when
the liabilities are derecognized as well as through the EIR amortization process.
Amortized 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 amortization is included as finance costs in the statement of profit
and loss.
(s) 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.
Other borrowing costs are expensed in the period in which they are incurred.
(t) Provisions
Provisions for legal claims, 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.
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.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole.
Provisions are measured at the present value of management’s best estimates of the expenditure incurred to
settle the present obligation at the end of the reporting period.
170
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.
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.
(u) Employee benefits
(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 at the end of the reporting period that have terms approximating to the terms of
the related obligation. Remeasurements comprising of as a result of experience adjustments and changes in
actuarial assumptions are recognised immediately in the statement of profit and loss in the period in which they
occur.
(iii) Post- employment obligations
Defined benefit plans:
Provident Fund
Employees Provident Fund contributions are made to a Trust administered by the Group. The Group’s liability
is actuarially determined (using the Projected Unit Credit method) at the end of the year. The contributions
made to the trust are recognised as plan assets. The defined benefit obligation recognised in the balance sheet
represents the present value of the defined benefit obligation as reduced by the fair value of plan assets. If the
interest earnings and cumulative surplus of Trust are less than the present value of the defined benefit obligation
the interest shortfall is provided for as additional liability of employer and charged to statement of profit and loss.
Gratuity
Gratuity is a post employment defined benefit plan. The liability recognized in the Balance Sheet in respect of
gratuity is the present value of the defined benefit obligation at the Balance Sheet date less fair value of plan
assets. The Group’s liability is actuarially determined (using the projected unit credit method) at the end of
each year. Remeasurement gains and losses arising from experience adjustments and changes in actuarial
assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are
included in retained earnings in the statement of changes in equity and in the balance sheet.
Past service costs are recognised in profit or loss on the earlier of:
► The date of the plan amendment or curtailment, and
► The date that the Group recognises related restructuring costs.
171
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group
recognises the following changes in the net defined benefit obligation as an expense in the consolidated
statement of profit and loss:
► Service costs comprising current service costs, past-service costs, gains and losses on curtailments and
non-routine settlements; and
► Net interest expense or income.
Defined contribution plan:
Superannuation
The Group makes defined contribution to a Trust established for this purpose. The Group has no further
obligation beyond its monthly contributions. The Group’s contribution towards Superannuation Fund is charged
to Statement of Profit and Loss.
Overseas Employees
In respect of employees of the overseas branches where ever applicable , the Group makes defined contributions
on a monthly basis towards the retirement saving plan which are charged to the Statement of Profit and Loss.
(iv) Share-based payments
Share-based compensation benefits are provided to employees via the Coforge Employee Stock Option Plan
2005 (erstwhile NIIT Technologies Employee Stock Option Plan 2005)
Employee 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.
(v) Bonus
The Group recognizes a liability and an expense for bonuses. The Group recognizes a provision where
contractually obliged as per the provisions of The Payment of Bonus Act, 1965 as notified on January 01, 2016.
(v) Dividends
Dividend to shareholders is recognised as a liability and deducted from equity, in the year in which the dividends
are approved by the shareholders.
(w) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
- The profit attributable to owners of the Group
- By weighted average number of equity shares outstanding during the financial year, adjusted for bonus
elements in equity shares issued during the year and excluding treasury shares.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account:
- The after income tax effect of interest and other financing costs associated with dilutive potential equity shares
and
172
- The weighted average number of additional equity shares that would have been outstanding assuming the
conversion of all dilutive potential equity shares.
(x) Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured
as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of
any non-controlling interests in the acquiree. For each business combination, the Group elects whether to
measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s
identifiable net assets. Acquisition-related costs are expensed as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their
acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing
present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of
resources embodying economic benefits is not probable.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the
amount recognized for non-controlling interests, and any previous interest held, over the net identifiable assets
acquired and liabilities assumed.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose
of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to
each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of
whether other assets or liabilities of the acquiree are assigned to those units.
The acquisition method of accounting is used to account for business combinations by the Group.
(y) Fair value measurement
The Group measures financial instruments, such as investment in mutual funds and derivatives, at fair value at
each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place either-
- in the principal market for the asset or liability, or
- in the absence of a principal market, in the most advantageous market for the asset or liability
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
Level 1 — Quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable
At each reporting date, management analyses the movements in the values of assets and liabilities which are
required to be remeasured or re-assessed as per the Group’s accounting policies. For this analysis, management
regularly reviews significant unobservable inputs applied in the valuation by agreeing the information in the
valuation computation to contracts and other relevant documents.
(z) Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest millions as per
the requirement of Schedule III, unless otherwise stated.
(aa) Recent pronouncements
On March 24, 2021, the Ministry of Corporate Affairs (“MCA”) through a notification, amended Schedule III of
the Companies Act, 2013. The amendments revise Division I, II and III of Schedule III and are applicable from
April 1, 2021. Key amendments relating to Division II which relate to companies whose financial statements are
required to comply with Companies (Indian Accounting Standards) Rules 2015 are:
173
Balance Sheet:
• Lease liabilities should be separately disclosed under the head ‘financial liabilities’, duly distinguished as current
or non-current.
• Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due
to prior period errors and restated balances at the beginning of the current reporting period.
• Specified format for disclosure of shareholding of promoters.
• Specified format for ageing schedule of trade receivables, trade payables, capital work-in-progress and
intangible asset under development.
• If a company has not used funds for the specific purpose for which it was borrowed from banks and financial
institutions, then disclosure of details of where it has been used.
• Specific disclosure under ‘additional regulatory requirement’ such as compliance with approved schemes of
arrangements, compliance with number of layers of companies, title deeds of immovable property not held in
name of company, loans and advances to promoters, directors, key managerial personnel (KMP) and related
parties, details of benami property held etc.
Statement of profit and loss:
• Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or
virtual currency specified under the head ‘additional information’ in the notes forming part of consolidated
financial statements. The Group will evaluate the same to give effect to them as required by law.
2 Critical estimates and judgments
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom
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 – Note 4
• Estimated useful life of intangible asset – Note 4
• Estimation of defined benefit obligation – Note 16
• Estimation of provision of Provision for customer contracts and Restoration of building – Note 16
• Impairment of trade receivables – Note 5 (iv)
• Determining the lease term- Note 35
Areas involving significant judgements are:
• Determining the lease term of contracts with renewal and termination options – Group as lessee- Note 1 (g)
• Identifying performance obligations in arrangements for software development and related services and
maintenance services- Note 1(e)
• Identifying performance obligations satisfied over time or at a point in time for sale of licenses- Note 1(e)
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.
174
Consolidated Notes to the financial Statements

3 Property, plant and equipment (All amounts in Rs Mn unless otherwise stated)
Plant and Plant and
Plant and
Machinery - Machinery - Plant and Furniture Capital
Freehold Lease Hold Machinery Lease Hold
Particulars Buildings Computers and Computers and Machinery - and Vehicles* Total work in
Land Land -Office Improvements
Peripherals Peripherals Others Fixtures progress
Equipment
(Owned) ** (finance lease)
As at 1 April 2019 - 274 2,376 1,439 10 164 1,266 583 46 357 6,515 14
Addition pursuant to acquisition of subsidiary during - - - 26 - 5 2 3 - - 36 -
the year
Additions - - - 272 5 13 21 53 9 90 463 -
Disposals - - - 3 - - 2 5 - 60 70
Translation Adjustment - - - 24 1 3 - 7 4 - 39 -
Transfers/Adjustment - - - - - - - - - - - (11)
As at 31 March 2020 - 274 2,376 1,758 16 185 1,287 641 59 387 6,983 3
As at 1 April 2019 - 12 152 1,093 7 93 557 280 19 111 2,324 -
Depreciation on assets acquisition of subsidiary - - 19 - 4 1 2 - - 26
during the year
Depreciation charge for the year - 3 41 256 3 32 150 79 14 48 626 -
Disposals - - - 2 - 1 - 5 - 29 37 -
Translation Adjustment - - - 16 1 1 8 2 3 - 31 -
Transfers/Adjustment - - - - - - - - - - - -
175
As at 31 March 2020 - 15 193 1,382 11 129 716 358 36 130 2,970 -
Net carrying amount as at 31 March 2020 - 259 2,183 376 5 56 571 283 23 257 4,013 3
Plant and “ Plant and

Plant and
Machinery - Machinery - Plant and Furniture Capital
Lease Hold Machinery Lease Hold
Particulars Freehold Buildings Computers and Computers and Machinery - and Vehicles* Total work in
Land -Office Improvements
Land Peripherals Peripherals Others Fixtures progress
Equipment
(Owned) ** (finance lease) “
As at 1 April 2020 - 274 2,376 1,758 16 185 1,287 641 59 387 6,983 3
Additions - 49 - 404 2 7 7 6 - 95 570 -
Disposals - - - 13 - 12 1 21 - 77 124
Translation Adjustment - - - 14 1 1 6 2 2 - 26
Transfers/Adjustment - - - - - - - - - - - -1
As at 31 March 2021 - 323 2,376 2,163 19 181 1,299 628 61 405 7,455 2
As at 1 April 2020 - 15 193 1,382 11 129 716 358 36 130 2,970 -
Depreciation charge for the year - 4 41 275 3 25 147 80 18 49 642 -
Disposals - - - 12 - 12 - 16 - 43 83 -
Translation Adjustment - - - 14 1 3 -1 5 2 - 24 -
Transfers/Adjustment - - - - - - - - - - - -
As at 31 March 2021 - 19 234 1,659 15 145 862 427 56 136 3,553 -
Net carrying amount as at 31 March 2021 - 304 2,142 504 4 36 437 201 5 269 3,902 2
*Includes vehicles financed through loans Gross Block Rs. 72 Mn (31 March 2020 - Rs. 111 Mn), Net block Rs. 37 Mn (31 March 2020 - Rs. 68 Mn); hypothecated to financial institutions/banks against term loans (Refer Note No. 15)
** Plant and Machinery includes Rs. 16 Mn (31 March 2020 - Rs. 128 Mn) [net block]installed in the premises of the customer under the cancellable operating lease arrangement.

4 Intangible assets (All amounts in Rs Mn unless otherwise stated)
Other Intangible assets
Particulars Internally Goodwill
Acquired Customer Non-compete
developed Patents Brand* Total
software relationships* fee*
software
As at 1 April 2019 1,727 396 6 298 1,010 361 3,798 2,470
Addition pursuant to acquisition of subsidiary during the year 6 - - - - - 6
Additions 240 - - 200 620 85 1,145 1,594
Disposals - - - - - - - -
Translation Adjustment 19 17 3 5 21 4 69 89
Transfers - - - - - - - -
As at 31 March 2020 1,992 413 9 503 1,651 450 5,018 4,153
As at 1 April 2019 1,377 239 1 61 354 218 2,250 22
Depreciation on assets acquisition of subsidiary during the year 5 - - - - - 5 -
Amortization charge for the year 386 64 1 45 255 73 824 -
Impairment ** - - - - - - - 40
Disposals - - - - - - - -
Translation Adjustment 16 15 2 1 6 2 42 -
Transfers - - - - - - - -
As at 31 March2020 1,784 318 4 107 615 293 3,121 62
176
Net carrying amount as at 31 March 2020 208 95 5 396 1,036 157 1,897 4,091
Other Intangible assets

Internally
Particulars Acquired Customer Non-compete Goodwill
developed Patents Brand* Total
software relationships* fee*
software
As at 1 April 2020 1,992 413 9 503 1,651 450 5,018 4,153
Additions 273 - - - 201 - 474 61
Disposals 1,143 - - - - - 1,143 -
Translation Adjustment 16 35 - (2) (8) (1) 40 74
Transfers - - - - - - - -
As at 31 March 2021 1,138 448 9 501 1,844 449 4,389 4,288
As at 1 April 2020 1,784 318 4 107 615 293 3,121 62
Amortization charge for the year 415 49 - 49 317 77 907 -
Impairment** - - - - - - - -
Disposals 1,143 - - - - - 1,143 -
Translation Adjustment 14 31 1 (1) (4) (1) 40 -
Transfers - - - - - - - -
As at 31 March 2021 1,070 398 5 155 928 369 2,925 62
Net carrying amount as at 31 March 2021 68 50 4 346 916 80 1,464 4,226

* Subsequent to the fair valuation of assets and liabilities pertaining to acquisition, the Group recognised intangible assets (Brand, Customer relationships, Non Compete fee) basis the fair valuation report obtained by the Group. The amortisation
has been carried out based on the useful lives suggested by the valuer in its valuation report or its useful life as on date of balance sheet which ever is less.
** During the previous year the carrying amount of a CGU in India has been reduced to its recoverable amount by recognition of an impairment loss against goodwill and the impairment loss has been recognised as exceptional item in the statement
of profit and loss. Refer note 25.
(i) Impairment tests for goodwill
a) Significant estimate: Key assumptions used for value-in-use calculations
The Group tests whether goodwill has suffered any impairment at year end annually. The recoverable amount of a
cash generating unit (CGU) is determined based on value-in-use calculations which require the use of assumptions.
The calculations use cash flow projections based on financial budgets approved by management covering a five-
year period.
The CGU comprises of investments made by entities in a particular geography viz. Europe, Middle East and Africa
(EMEA), India and Americas.
Cash flows beyond the five-year period are using the estimated growth rates. These growth rates are consistent with
forecasts included in industry reports specific to the industry in which each CGU operates.
The following table sets out the carrying amount of goodwill allocated to CGU:
Europe, Middle East and

Particulars India Americas Total
Africa (EMEA)
March-21 1,289 2,342 595 4,226
March-20 1,198 2,343 550 4,091
There are no intangible assets with indefinite useful life allocated to CGU
The following table sets out the key assumptions for those CGUs that have significant goodwill allocated to them:
Europe, Middle East and Africa (EMEA) India Americas
31 March 2021
Revenue (% annual growth rate) 5% to 10% 10% 10%
Budgeted operating margin (%) 13% to 30% 25% to 28% 31%
Pre-tax discount rate (%) 12% to 17% 12% to 19.5% 9% to 17%
31 March 2020
Revenue (% annual growth rate) 5% 5% to 10% 10%
Budgeted operating margin (%) 10% to 30% 20% to 28% 31%
Pre-tax discount rate (%) 12% to 17% 12% to 19.5% 9% to 17%
Management has determined the values assigned to each of the above key assumptions as follows:
Assumption Approach used to determining values [refer note 1 (c)]

Revenue Average annual growth rate over the five-year forecast period; based
on past performance and management’s expectations of market
development considering the impact of Covid 19.
Budgeted operating margin Based on past performance and management’s expectations for the
future considering the impact of Covid 19.
Pre-tax discount rates Reflect specific risks relating to the relevant segments and the
countries in which they operate considering the impact of Covid 19.
Further the Group has carried out the sensitivity analysis considering the impact of Covid-19.
b) Significant estimate: impairment charge
The Group has performed impairment testing for the above CGUs and no impairment charge has been identified as
at March 31, 2021 (Previous year - Rs 40 Mn)
c) Significant estimate: Impact of possible changes in key assumptions
The Group has considered and assessed reasonably possible changes for other key assumptions and have not
identified any instances that could cause the carrying amount of any CGU to exceed its recoverable amount.
For investments, a decrease in budgeted gross margin by 4% to 5 % or increase in pre-tax discount rate by 5% to
6%, would result into the recoverable amount equivalent to the carrying amount of respective CGU.
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5 Financial Assets 31 March 2021 31 March 2020

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 Technologies Inc., USA # 0 0
953,265 (Previous Year 953,265) Common Shares in Computer Logic Inc., USA # 0 0
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
5(ii) Current investments 31 March, 2021 31 March, 2020

Investment in Mutual Funds - Quoted Units Value Units Value
ICICI Prudential Fixed Maturity Plan Series 82-1223 days plan E Direct Plan 5,000,000 62 5,000,000 58
UTI -Fixed Term income Fund - Series XXVIII-VI (1190 Days) Direct Growth 5,000,000 62 5,000,000 58
ICICI Prudential Liquid Fund - Direct Plan-Growth - - 68,631 20
Total mutual funds 124 137
Total Current Investments 124 137

Aggregate book value of quoted investments 100 120
Aggregate amount of quoted investments and market value thereof 124 137
Aggregate amount of unquoted investments - -
Aggregate amount of impairment in the value of investments - -
31 March 2021 31 March 2020

Current Non- Current Current Non- Current
5(iii) Other Financial Assets
(i) Derivatives
Foreign exchange forward contracts 167 - 12 -
(ii) Others
Security deposits
-Considered Good 112 31 128 23
-Considered doubtful - 2 - 2
112 33 128 25
Less -Provision for doubtful security deposits - 2 - 2
112 31 128 23
Interest accrued on deposits with banks - 8 30 11

Long term deposits with bank with maturity - 145 - 194
period more than 12 months [Refer Note (a)
below]
Finance lease recoverable 21 61 9 39
Unbilled revenue 2,511 1,584 2,316 383
Less: Provision for doubtful unbilled revenue 94 - 68 -
[Refer note 1 (c)]
Net unbilled revenue 2,417 1,584 2,248 383
Total other financial assets 2,717 1,829 2,427 650

(a) Includes Rs. 145 Mn (Previous year Rs. 156 Mn) Held as margin money by bank against bank guarantees.
As at March 31, 2021, the Group has outstanding unbilled revenue of Rs 460 Mn (Previous year Rs. 435 Mn) relating to
for doubtful unbilled revenue is subjective due to the high degree of significant judgment applied by management in determining
the impairment provision.
178
5(iv) Trade Receivables

Trade receivables 9,792 - 9,280 -
Receivables from related parties [Refer note 31] 2 - - -
Less: Allowance for doubtful debt [Refer note 1 (c)] 899 - 715 -
Total receivables 8,895 - 8,565 -
Break-up of security details

Trade Receivables considered good - Secured - - - -
Trade Receivables considered good - Unsecured 8,895 - 8,565 -
Trade Receivables which have significant increase in - - - -
Credit Risk
Trade Receivables - credit impaired [Refer note 1 (c)] 899 - 715 -
Total 9,794 - 9,280 -
Allowance for doubtful debts [Refer note 1 (c)] (899) - (715) -
Total trade receivables 8,895 - 8,565 -

As at March 31, 2021, the Group has outstanding trade receivables of Rs 461 Mn (Previous year Rs. 810 Mn) relating to
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 year, one of the Indian 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 favourably.
The Group has assessed the impact of the global pandemic on the financial statements, including the subsequent events upto
the reporting date as below. As a result, the Group has recognised Rs 201 Mn as provision for doubtful debts (Rs. 166 Mn
recorded as exceptional item) during the year ended March 31, 2021, against customers in the travel and hospitality sector.
The appropriateness of the allowance for doubtful trade receivables pertaining to customers in travel and hospitality sector is
subjective due to the high degree of significant judgment applied by management in determining the impairment provision.
During the year the Group received old outstanding (which was provided for in earlier years) amounting to Rs. 220 Mn from one
of its government customer. The Group recorded the recovery of principal amount of Rs. 138 Mn as credit to the allowance for
doubtful debts - trade receivables and interest component of Rs. 82 Mn in Other Income.
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 31
31 March 2021 31 March 2020
6(i) Cash and cash equivalents
Balances with Banks
- in Current Accounts 4,203 3,880
- in EEFC account 3,061 751
Deposits with maturity less than three months 727 3,265
Cash on Hand - 0
Total Cash and cash equivalents 7,999 8,195
There are no repatriation restrictions with regard to cash and cash equivalents as at the end of the reporting period and prior
periods.
6(ii) Bank Balances other than above

Deposits with maturity more than 3 months but less than 12 months 106 823
Unpaid dividend account 17 16
123 839
179
31 March 2021 31 March 2020
7 Deferred tax assets 1,548 1,302
The balance comprises temporary differences attributable to:
Provisions 298 327

Defined benefit obligations 377 280
Other items
Allowance for doubtful debts and advances 105 63
Minimum alternate tax credit entitlement 895 767
Gross deferred tax assets (A) 1,675 1,437
Tax impact of difference between carrying amount of Property, plant and equipment (96) (199)
in the financial statements and as per the income tax calculation
Deferred tax asset related to fair value loss on derivative instruments not charged in (31) 64
the statement of Profit and Loss but taken to Balance Sheet
Gross deferred tax liabilities (B) (127) (135)
Net Deferred tax assets (A-B) 1,548 1,302
Movement in deferred tax assets

Deferred
Deferred tax assets tax
liability
Total
Property, Minimum
Employee Other Intangible
plant and Derivatives Provisions Alternate Total
benefits items assets*
equipment Tax
At 1 April 2019 (218) (56) 272 340 758 (64) 1,032 (395) 637
Acquisition of subsidiary - - - - - - - (196) (196)
Transition adjustment of Ind AS 116 58 58 - 58
(charged)/credited:
- to profit or loss- deferred tax 19 - 9 (13) - 57 72 201 273
- MAT asset created from current tax - - - - 9 - 9 - 9
expenses
- to other comprehensive income
Income tax netted with deferred gain on - 120 - - - - 120 - 120
cash flow hedges
Remeasurement of post - employment - - (1) - - - (1) - (1)
benefit obligations (expenses) / income
- Translation adjustment - - - - - 12 12 (7) 5
At 31 March 2020 (199) 64 280 327 767 63 1,302 (397) 905
(charged)/credited:
- to profit or loss- deferred tax 103 - 96 (29) - 34 204 102 306
- MAT asset created from current tax - - - - 128 - 128 - 128
expenses
- to other comprehensive income
Income tax netted with deferred gain on - (95) - - - - (95) - (95)
cash flow hedges
Remeasurement of post - employment - - 3 - - - 3 - 3
benefit obligations (expenses) / income
- Translation adjustment - - (2) - - 8 6 - 6
At 31 March 2021 (96) (31) 377 298 895 105 1,548 (295) 1,253
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. 1,548 Mn (Previous year Rs. 1,302 Mn) and Deferred tax liability of Rs. 295 Mn (Previous year Rs. 397 Mn)
have been separately disclosed.
* Deferred tax liability on intangible assets pertains to business combination.
180
31 March 2021 31 March 2020

8 Other non-current assets
Capital advances - 14
Prepayments 152 42
Total other non-current assets 254 140
9 Current tax assets

Advance Income Tax 8,994 7,721
Less: Provision for income tax 8,636 7,310
Total current tax assets 358 411
10 Other current assets
Prepayments 669 486

Total other current assets 1,079 936
11 Equity share capital

Authorized equity share capital
As at 01 April 2019 77,000,000 770
As at 31 March 2020 77,000,000 770
As at 31 March 2021 77,000,000 770
(i) Movements in equity share capital

As at 01 April 2019 61,783,874 618
Increase during the year 710,685 7
As at 31 March,2020 62,494,559 625
Shares extinguished on buy back (Refer note below) (1,956,290) (20)
As at 31 March 2021 60,592,349 606
Terms and rights attached to equity shares

The Company has one class of equity shares having a par value of Rs.10 per share. Every holder of equity shares present at a
meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend proposed
by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of
interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, in proportion to their shareholding.
Shares reserved for issue under options
Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial
year and options outstanding at the end of the reporting period, is set out in note 36.
Buy back of equity shares
On February 13, 2020, the Shareholders of the Company accorded their approval for buy-back of 1,956,290 fully paid equity
shares of the face value of Rs. 10/- each at a price of up to Rs. 1,725 per share aggregating to Rs. 3,375 Mn. The buy-back was
consummated on June 22, 2020 and accordingly, 1,956,290 fully paid equity shares have been extinguished from the share
capital of the Company with corresponding reduction in Equity Share Capital, Securities Premium Account, General Reserve and
Retained Earnings amounting to Rs. 20 Mn, Rs. 1,053 Mn, Rs. 250 Mn and Rs. 2,052 Mn respectively.
181
(ii) Details of shareholders holding more than 5% shares in the Company

Equity Shares of Rs. 10 each fully paid
Name of Shareholder 31 March 2021 31 March, 2020
No. of Shares held % of Holding No. of Shares held % of Holding
Hulst B.V., (Holding Company) 38,771,260 63.99 43,807,297 70.10
31 March 2021 31 March 2020

12 Reserves and Surplus
Capital reserves 11 11
Capital redemption reserve 36 17
Securities premium 39 614
Share options outstanding 523 180
General reserve 2,057 2,306
Retained earnings 20,375 19,415
Total reserves and surplus 23,041 22,543
(i) Capital Reserves

Opening Balance 11 11
(ii) Capital redemption reserve

Opening Balance 17 17
Add: Increase due to buy back of equity shares 19 -
(iii) Securities premium

Opening Balance 1,053 614
Add: Transferred from employee stock option 22 160
Add: Premium on shares issued for exercised options 17 279
Less: Decrease due to buy back of equity shares (1,053) -
Closing Balance 39 1,053
(iv) Employee stock option

Options granted till date 83 180
Less: Transferred to securities premium (22) (160)
Add: Impact of fair valuation on employee stock options 462 63
(v) General Reserve

Opening Balance 2,306 2,306
Less: Decrease due to buy back of equity shares (249) -
Closing Balance 2,057 2,306
(vi) Retained Earnings

Opening Balance 19,415 16,621
Net profit for the period 4,556 4,440
Add: Remeasurement gains on defined benefit plans (9) 2
Add: Distribution on closure of subsidiary - (11)
Less: Effect of adoption of Ind AS 116 Leases - (127)
Less: Fair valuation impact on future acquisition liability (36) (42)
Less: Decrease due to buy back of equity shares including transaction cost (2,864) -
Less: Appropriations
Dividend paid (687) (1,249)
Corporate dividend tax on above* - (219)
Closing Balance 20,375 19,415
* Subsidiary has declared the dividend on which dividend distribution tax was paid by the subsidiary which has been adjusted with
dividend tax liability to be payable on dividend distributed by the Company pursuant to the provisions of Income Tax Act, 1961.
182
The Finance Act 2020 has repealed the Corporate Dividend Tax (CDT). The Company is now required to pay / distribute dividend
after deducting applicable taxes.
Securities premium
Securities premium is used to record the premium on issue of shares. The premium is utilized in accordance with the provisions
of the Companies Act 2013.
Share options outstanding
The share options outstanding is used to recognize the grant date fair value of options issued to employees under Coforge
Employee Stock Option Plan 2005 (erstwhile NIIT Technologies Employee Stock Option Plan 2005).
General reserve
The General Reserve is as per the requirements of Companies Act, 2013 in respect of companies incorporated in India. General
reserve, if any, of overseas subsidiaries are included as part of the retained earnings.
13 Other Reserves
Cash Flow Foreign Currency
Total
Hedging Reserve Translation Reserve
As at 31 March 2019 156 200 356
Fair Value changes on Cash Flow Hedges, net of tax
Increase/(decrease) during the year (353) 452 99
As at 31 March 2020 (197) 652 455
Fair Value changes on Cash Flow Hedges, net of tax
Increase/(decrease) during the year 274 285 559
As at 31 March 2021 77 937 1,014
The Group uses hedging instruments as part of its management of foreign currency risk associated with its highly probable
forecasted transactions, i.e., revenue, as described within Note 28. For hedging foreign currency risk, the Group uses Foreign
Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges are effective; the change
in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount recognized in the Cash Flow
Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss, under Revenue.
Foreign currency translation reserve

Exchange differences arising on translation of foreign operations are recognized in other comprehensive income as described
in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss
when the net investment is disposed-off.
14 Non-controlling interests
At 1 April 2019 75
Add : Non-controlling share in the results for the year 236
Less: Distribution on closure of subsidiary (75)
Less : 11% Non-controlling share in dividend declared by ESRI India Technologies Limited 2
Less: 10% Non-controlling share of Coforge DPA Private Ltd. (erstwhile Incessant Technologies Private Limited) 1
transfer to other equity (upto May 31, 2019)
Less: 32.5% Non-controlling share of Coforge BPM (erstwhile Rule Tek) transfer to other equity (upto May 31, 2019) (19)
Less: 20% Non-controlling share of Coforge BPM (erstwhile Rule Tek) transfer to other equity (w.e.f. June 1, 2019) (60)
Less: 42.4% Non-controlling share of Whishworks transfer to other equity (160)
At 31 March 2020 -
Add : Non-controlling share in the results for the year 104
Less: 20% Non-controlling share of Coforge BPM (erstwhile Rule Tek) transfer to other equity (upto May 31, 2020) (15)
Less: 42.4% Non-controlling share of Whishworks transfer to other equity (upto May 31, 2020) (11)
Less: 18.6% Non-controlling share of Whishworks transfer to other equity (w.e.f. June 1, 2020) (78)
At 31 March 2021 -
183
31 March 2021 31 March 2020

15 Financial liabilities
15(i) Non - Current Borrowings
Secured Loans
Term loans
From Banks - -
Deferred Payment Liabilities

Property Plant & Equipments - 32
Unsecured Loans
Long term maturities of finance lease obligations
Obligations under finance leases 4 5
Total non-current borrowings 14 352
Less: Current maturities of long term debt [included in Note 15(v)] 7 302
Less: Current maturities of finance lease obligations [included in Note 15(v)] 2 2
Non-current borrowings (as per balance sheet) 5 48
(a) Term loans from Financial Institution
- are secured by way of hypothecation of the vehicles financed. The loan amounts along with interest are repayable over the
period of 2 to 3 years (equal monthly instalments) from the date of sanction of loan. The interest rate on above loans are within
the range of 8.63% to 11.36%. per annum
- is secured by way of corporate guarantee. The loan amount along with interest are repayable in 6 months from the date of
sanction of loan. The interest rate on above loan is 3.95% per annum. During the year, the Group has repaid the loan amount
along with interest.
(b) The carrying amount of non-financial assets pledged as security for current and non-current borrowings are disclosed in Note
3.
15(ii) Non - Current Trade Payable
Trade Payables 325 206
325 206
15(iii) Other non current financial liabilities
Financial liability for future acquisition (Refer note 39&40) - 589
Lease liability (Refer note 35) 546 658
Total other non current financial liabilities 546 1,247
15(iv) Trade Payables
Current
Trade Payables 3,398 2,634
Total trade payables 3,398 2,634
There are no overdue amount payable to micro enterprises and small enterprises as at March 31, 2021 and March 31, 2020 .
This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis of information available with the Group.
15(v) Other Financial liabilities

Current
Capital creditors 134 90
Current maturities of term loan
From Bank - 281
Finance lease obligations 2 2
Unclaimed dividend [Refer note (a) below] 17 16
Financial liability for future acquisition (Refer note 39 and 40) 708 1,405
Lease liability (Refer note 35) 266 315
Derivatives
Foreign exchange forward contracts 61 276
Total other current financial liabilities 1,195 2,406
(a) There are no amounts due for payment to the Investor Education and Protection Fund under Section 125(2)(c) of the
Companies Act, 2013 as at the year end.
184

16 Provisions
31 March 2021 31 March 2020
Provisions [Refer note (i) below] 3 - 3 90 - 90
Employee benefit obligations [Refer note (ii) below] 222 696 918 239 593 832
Total 225 696 921 329 593 922
(i) Provisions
31 March 2021 31 March 2020
Provision for Customer Contract 3 - 3 90 - 90
Total 3 - 3 90 - 90
(i) Information about individual provisions and significant estimates

Provision for customer contract
The Group reviews the cost to complete for all significant projects at year end and a provision has been provided for the excess of cost to be incurred over balance life of the project over and above the revenue
to be recognized over the balance life of the project.
(ii) Movements in provisions
185
Movements in each class of provisions during the year, are set out below:
Provision for customer contracts

As at 01 April 2020 90
Charged/ (Credited) to profit or loss:
additional provisions recognized -
amount used /adjusted during the year 87
unwinding of discount -
As at 31 March 2021 3
The Group has made provisions for the above on a best estimate of the conditions prevailing as at the year end. The final amount that would be ultimately payable would be determined only at the time of closure
of respective contracts. The Group does not expect any reimbursements in respect of the above provisions.
(ii) Employee benefit obligations
31 March 2021 31 March 2020
Current Non Current Total Current Non Current Total
Leave Obligations (i) 159 348 507 157 375 532
Gratuity (iii) 63 348 411 82 218 300
Total 222 696 918 239 593 832
(i) Leave Obligations
ompensated absences which are expected to occur within twelve months after the end of the period in which the employee
C
renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which
are not expected to occur within twelve months after the end of the period in which the employee renders the related services
are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet
date.
The following amounts reflect leave that is expected to be taken or paid within next 12 months
31 March 2021 31 March 2020
Current leave obligations expected to be settled within next 12 months 159 157
(ii) Defined contribution plans
The Group makes contribution towards Superannuation Fund, Pension Fund, Employee State Insurance Fund and Overseas Plans
(related to the Branches in the United States of America, Ireland, Belgium and Switzerland), being defined contribution plans for
eligible employees. The Group has charged the following amount in the Statement of Profit and Loss:
Amount recognized in the Statement of Profit and Loss 31 March 2021 31 March 2020
Superannuation fund paid to the Trust 16 20
Contribution plans (branches outside India) 976 853
Employees state insurance fund paid to the authorities 5 7
Pension fund paid to the authorities 125 116
Provident Fund - RPFC 29 23
Total 1,151 1,019
Defined benefit plans

Employees Provident Fund contributions are made to a Trust administered by the Group. The Group’s liability is actuarially determined
(using the Projected Unit Credit method) at the end of the year. Actuarial losses/ gains are recognized in the Statement of Profit and
Loss in the year in which they arise. The contributions made to the trust are recognized as plan assets. The defined benefit obligation
recognized in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets.
The expense recognized during the period towards defined benefit plan is as follows:
The Group contributed Rs. 150 Mn (Previous year Rs.135 Mn) during the year to the Trust, which has been charged to Statement of
Profit and Loss.
(a) Amount of obligation as at the year end is determined as under
Present value of obligation as at the beginning of the year 3,208 2,822
Interest cost 292 255
Current service cost 244 222
Plan Participant’s Contributions 445 405
Transfer In 156 113
Actuarial (gain) / loss on obligation (122) (108)
Present value of obligation as at the end of the year 3,798 3,208
(b) Change in Plan Assets :
Description
Plan assets at beginning at fair value 3,208 2,822
Return on plan assets 292 255
Employer contributions 244 222
Plan Participant’s Contributions 445 405
Transfers In 156 113
Actuarial gain / (loss) on plan assets (122) (108)
Plan assets at year end at fair value 3,798 3,208
(c) Amount of the obligation recognised in Balance Sheet :
Present value of the defined benefit obligation as at the end of the year 3,798 3,208
Fair value of plan assets at the end of the year 3,798 3,208
Liability/(Assets) recognized in the Balance Sheet - -
186

As the funded status is in surplus there is no need for any specific provision as at 31st March 2021 towards the Provident Fund by
the Group. Hence the net liability to be recognised in the balance sheet is Rs. Nil
(d) Principal actuarial assumptions at the Balance Sheet date

Discount Rate 6.87% 6.70%
Attrition rate
Age from 20-30 years 16.00% 16.00%
31-34 10.00% 10.00%
35-44 5.00% 5.00%
45-50 3.00% 3.00%
51-54 2.00% 2.00%
Age 55 & above 1.00% 1.00%
Return on Assets for Exempt PF Fund 6.72% 7.53%
Long term EPFO Rate 8.50% 8.50%

Description
Experience Gain/(Loss) adjustments on plan liabilities (122) (108)
Experience Gain/(Loss) adjustments on plan assets (122) (108)
Expected Contribution to the fund in the next year 248 241
(iii) Gratuity
The Group provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous
service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last
drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of completed service.
The gratuity plan is a funded plan and the Group makes contributions to recognized funds in India.
Changes in the defined benefit obligation and fair value of plan assets as at 31 March 2020
Present Value of Fair Value of
Net Amount
Obligation Plan Assets
1 April 2019 556 (309) 247
Added through Acquisition 17 - 17
Remeasurements
Actuarial changes arising from changes in demographic assumptions (9) 2 (7)
Actuarial changes arising from changes in financial assumptions (9) - (9)
Experience adjustments (6) 1 (5)
Exchange differences - - -
Employer’s Contributions - (32) (32)
Benefit payments (117) 93 (24)
31 March 2020 570 (270) 300
Changes in the defined benefit obligation and fair value of plan assets as at 31 March 2021
Present Value of Fair Value of
Net Amount
Obligation Plan Assets
1 April 2020 570 (270) 300
Remeasurements
Actuarial changes arising from changes in demographic assumptions 15 2 17
Actuarial changes arising from changes in financial assumptions 29 - 29
Experience adjustments (22) - (22)
Exchange differences - (1) (1)
Total amount recognized in other comprehensive income 22 1 23
Employer’s Contributions - (7) (7)
Benefit payments (111) 83 (28)
31 March 2021 622 (211) 411

187
The net liability disclosed above relates to funded and unfunded plans as follows:
31 March 2021 31 March 2020
India Outside India Total India Outside India Total
Present value of defined benefit obligation 532 - 532 483 - 483
Fair value of plan assets (211) - (211) (270) - (270)
Net defined benefit obligation 321 - 321 213 - 213
Unfunded plans - 90 90 - 87 87
Total defined benefit obligation 321 90 411 213 87 300
Post employment benefits
The significant actuarial assumptions were as follows:
31 March 2021 31 March 2020
India Others India Others
Discount rate 6.49% to 6.90% 1.7% to 2.8% 6.33% to 6.8% 1.11% to 3.66%
Future salary increase 7% for next 3 years and 2% to 5.25% 0% for 1st year, 7% for 2% to 5.25%
5% thereafter next 3 years and 5%
thereafter
Life expectancy 11.78 years 13.18 Years 11.78 years 13.21 Years
Rate of return on plan assets 6.49% to 6.90% - 6.33% to 6.8% -
Sensitivity analysis
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
Change in assumptions Impact on defined benefit obligation
Increase in assumption Decrease in assumption
Discount rate 50 Basis Points 50 Basis Points (28) (24) 25 27
Salary growth rate 50 Basis Points 50 Basis Points 27 27 (28) (25)
The sensitivity analysis 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 analysis are based
on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analysis 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:
31 March 2021 31 March 2020
Quoted Total % Quoted Total %
Insurance policies and cash 211 211 100% 270 270 100%
The following payments are expected contributions to the defined benefit plan in future years:
Less than a year Between 1 - 2 years Between 2 - 5 years Over 5 years Total
31 March 2021 44 43 182 525 794
31 March 2020 35 42 158 461 696
(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.
31 March 2021 31 March 2020
17 Other non-current liabilities
Payroll taxes 145 -
Deferred Revenue 36 -
Total other non-current liabilities 181 -
18 Other current liabilities

Advances from customers 57 36
Payroll taxes 150 41
Statutory dues including provident fund and tax deducted at source 1,406 827
Employee benefits payable 1,515 1,266
Deferred revenue 479 403
Total other current liabilities 3,607 2,573
188

31 March 2021 31 March 2020
19 Revenue from operations
Sales of products 3,636 459
Sale of services 42,992 41,380
Total revenue from operations 46,628 41,839
Timing of revenue recognition

Goods transferred at a point in time 3,636 459
Services transferred over time 42,992 41,380
Total revenue from contracts with customers 46,628 41,839
Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price
Revenue as per contracted price 47,201 41,659

Hedge (loss) / gain (31) 235
Volume and other discount (542) (55)
Total Revenue from contract with customers 46,628 41,839
Note : The Group deals in number of software and hardware items whose selling price vary from item to item. In view of voluminous
data information relating to major items of sales have not been disclosed in the consolidated financial statements.
20 Other Income
Net gain on sale of investments
Dividend income from investment in mutual funds - 12
Interest Income from financial assets at amortised cost 109 93
Gain on exchange fluctuations (net) - 174
Gain on sale of Investments in equity instruments - 116
Income on Financial Investments at fair value through profit and loss
Mutual funds 8 188
Miscellaneous income [Refer note 5(iv)] 209 94
Total other income 326 677
21 Employee benefits expense

Salaries, wages and bonus 26,062 23,691
Contribution to provident (and other) funds (Refer note 16) 1,303 1,151
Employee share-based payment expense (Refer note 36) 464 63
Gratuity [Refer note 16] 145 103
Staff welfare expenses 184 290
Total employee benefit expense 28,158 25,298
22 Depreciation and amortization expense

Depreciation of property, plant and equipment (Refer note 3) 642 626
Depreciation of right of use assets (Refer note 35) 287 280
Amortisation of intangible assets (Refer note 4) 907 824
Total depreciation and amortization expense 1,836 1,730
23 Other expenses
Rent 182 157
Rates and taxes 11 -
Electricity and water 124 169
Communication expenses 229 268
Legal and professional 816 971
Travelling and conveyance 197 1,277
Recruitment expenses 227 313
189

31 March 2021 31 March 2020
Insurance premium 78 76
Repairs and maintenance
- Plant and machinery 391 329
- Buildings 9 6
- Others 130 196
Loss on exchange fluctuations (net) 106 -
Allowance for doubtful debts - trade receivables and unbilled revenue [Refer 205 84
note 28(ii) (b)]
Lease rentals 4 6
Loss on sales of assets (net) 16 13
Expenditure towards Corporate Social Responsibilities activities [Refer note 81 56
(a) below]
Advertisement and publicity expenses 105 130
Business promotion expenses 17 188
Professional charges 3,845 2,893
Equipment hiring 40 18
Consumables - 5
Other production expenses (incl. third party license cost) 1,660 1,064
Miscellaneous expenses 267 245
Total other expenses 8,740 8,464
23(a) Corporate social responsibility expenditure

Contribution to NIIT Institute of Information Technology 53 42
Contribution to NIIT Foundation 6 5
Contribution to Government Schools / Others 22 9
Total 81 56
Amount required to be spent as per Section 135 of the Act 72 53

Amount spent during the year other than Construction/ acquisition of an asset 81 56

As per Section 135 of the Companies Act, 2013, the Group, 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, the Group was required to spend an amount of Rs. 72 mn on CSR activities as per the requirement provided under sub-section
(5) of section 135, however the Group has spent Rs. 81 mn, such excess amount may be set off up to immediate succeeding three
financial years. Hence, the Group would carry forward the excess amount of Rs. 9 Mn.
24 Finance costs
Interest on borrowings not at fair value through profit or loss 7 5
Other borrowing costs 8 -
Bank and financial charges 36 36
Unwinding of discounts 92 114
Finance costs expensed in profit or loss 143 155
25 Exceptional Item
Total 180 71
Consequent to Covid-19 assessment, the Group has recorded provision of Rs. 180 Mn (Previous year Rs. 55 Mn) and Nil (Previous
year Rs. 33 Mn) against outstanding receivables and unbilled revenue respectively [Refer note 28 (ii) (b)] and Goodwill impairment
charge of Rs. Nil (Previous year Rs. 40 Mn) (Refer Note 4) as exceptional item.
During the previous year ended March 31,2020, in addition to above, the exceptional item represents settlement / recovery of
certain tax positions of Rs. 57 Mn. The net amount has been classified as exceptional item.
26 Income tax expense
This note provides an analysis of the Group’s income tax expense, shows amounts that are recognized directly in equity and how
the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to
the Group’s tax positions.
190

31 March 2021 31 March 2020
(a) Income tax expense
Current tax
Current tax on operating profits of the year 1,712 1,548
Decrease (increase) in deferred tax assets (128) (9)
Total current tax expense 1,608 1,551
Deferred tax
(Increase) decrease in deferred tax assets (Employee benefits and provisions (101) (42)
and others)
(Decrease) in deferred tax liabilities (PPE) (103) (19)
Impact of exchange fluctuations - (15)
(Decrease) in deferred tax liabilities (PPE) (102) (197)
Total deferred tax benefit (306) (273)
Income tax expense 1,302 1,278
(b) Amount recognised directly in equity

Deferred tax (liability) on other comprehensive income (92) 119
(c) Tax Losses

Unused tax losses for which no deferred tax asset has been recognised due 394 543
to no reasonable certainty of realisation
Potential tax benefit 118 161
(d) Unrecognised temporary differences

The Finance Act 2020 has reintroduced section 80M to remove the cascading effect of taxes on inter-corporate dividend. Certain
subsidiaries of the Group have undistributed earnings, which are expected to be distributed as dividends, subject to tax in the
hands of the Company. In accordance with the Group’s policy of further distributing dividends to its shareholders on receipt from the
subsidiaries and basis prevalent tax laws i.e., section 80M, which permits offsetting of dividend received from subsidiaries with its
dividend paid while computing the taxable dividend income, no liability has been recorded on such undistributed earnings.
(f) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate:
31 March 2021 31 March 2020
Profit from continuing operations before income tax expense 5,962 5,954
Tax at the Indian tax rate of 34.944% (for FY 2019-20: 34.944%) 2,083 2,081
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
Impact of deductions
Deduction under section 10AA (335) (369)
Deduction under section 80IAB (97) (71)
Taxes paid by branches - net of relief u/s 90 129 111
Dividend income exempt under section 10 - (4)
Increase/(decrease) in deferred tax liability on property, plant and equipment, (11) 32
pertaining to tax holiday period
Increase/(Decrease) in deferred tax liability on intangible assets (102) (201)
Tax on long term capital gains taxed at different rate - (40)
Research and development expenditure credit/others (4) (19)
Impact of permanent differences
Expenses on corporate social responsibility to the extent disallowable 20 11
Others 46 37
Others
Effect due to differences in tax rates (451) (332)
Effect due to change in statutory tax rate during the year - 30
Income tax expense 1,302 1,278
191
27 Fair value measurements
Financial instruments by category:
31 March 2021 31 March 2020
Amortized Amortized
FVPL FVTOCI FVPL FVTOCI
Cost Cost
Financial assets
Investments in Mutual funds 124 - - 137 - -
Investments in unquoted equity instruments - - - - - -
Trade and other receivables - - 8,895 - - 8,565
Cash and cash equivalents - - 7,999 - - 8,195
Deposits with maturity more than 3 months but less than - - 106 - - 823
12 months
Unpaid dividend account - - 17 - - 16
Long term deposits with bank with maturity period more - - 145 - - 194
than 12 months
Security deposits - - 143 - - 151
Finance lease recoverable - - 82 - - 48
Interest accrued on deposits with Banks - - 8 - - 41
Unbilled revenue - - 4,001 - - 2,631
Total Financial assets 124 167 21,396 137 12 20,664
Borrowings - - 10 - - 347
Obligations under finance lease - - 4 - - 5
Trade and other payables - - 3,723 - - 2,840
Capital creditors - - 134 - - 90
Unclaimed Dividend - - 17 - - 16
Lease liability - - 812 - - 973
Total Financial liabilities - 61 4,700 - 276 4,271
Financial liability for future acquisition amounting to Rs. 708 Mn (Previous year 1,994 Mn) has been measured through fair valuation
by other equity. Also refer note 39 and 40.
The carrying amounts of trade receivables, trade payables, capital creditors, unbilled revenue, Security deposits, unpaid dividend
account, Long term deposits with bank, cash and cash equivalents, Borrowings, obligation under finance lease, Trade and other
payables, capital creditors, unclaimed dividend are considered to be the same as their fair values, due to their short term nature.
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 Group has classified its financial
instruments into the three levels prescribed under the accounting standard.
An explanation of each level follows underneath the table.
Financial assets and liabilities measured at fair value - Level 1 Level 2 Level 3 Total
recurring fair value measurements at 31 March 2021
Financial assets
Financial Investments at FVPL
Foreign Exchange Forward Contracts - 167 - 167
Financial Liability
Other financial liabilities
Financial liability for future acquisition - - 708 708
Total financial Liability - (61) 708 647
192
Financial assets and liabilities measured at fair value -

recurring fair value measurements at 31 March 2020
Financial assets
Financial Investments at FVPL
Financial Investments at OCI - - - -
Foreign Exchange Forward Contracts - 12 - 12
Financial Liability
Other financial liabilities
Financial liability for future acquisition - - 1,994 1,994
Total financial Liability - (276) 1,994 1,718
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.
(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.
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
31 March 2021 31 March 2020
Revenue (% annual growth rate) 10% 10%-20%
Budgeted operating margin (%) 25% 25%-40%
Pre-tax discount rate (%) 19.5% 9% - 19.5%
If the revenue/ budgeted operating margin unobservable inputs used in the valuation of Level 3 financial liability for future acquisition
had been 1% change than management’s estimates at 31 March 2021, does not have significant impact in its value and other equity.
(iv) Movement of Financial liability for future acquisition
Particulars 31-Mar-21
Opening future acquisition liability 1,994
Additional stake acquisition payout (Refer note 39 and 40) (1,427)
Fair value through other equity 141
Closing future acquisition liability 708
(b) Forward Contracts
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.
28 (i) Hedging activities and derivatives
The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities
(when revenue or expense is denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries.
193
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 2021, the Company hedged 75% (31 March 2020: 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 Group is holding the following foreign exchange forward contracts (highly probable forecasted sales)
As at 31 March 2021
Less than 1 to 3 3 to 6 6 to 9 9 to 12
Particulars Total
1 month months months months month
USD /INR
Notional amount (INR) 590 1,149 1,448 1,366 1,193 5,746
GBP /INR
Notional amount (INR) 165 477 592 521 446 2,201
EUR /INR
Notional amount (INR) 37 86 110 96 84 413
AUD /INR
Notional amount 17 47 60 57 51 232
As at 31 March 2020
Less than 1 to 3 3 to 6 6 to 9 9 to 12
Particulars Total
1 month months months months month
USD /INR
Notional amount (INR) 520 1,114 1,430 1,373 1,161 5,598
GBP /INR
Notional amount (INR) 149 517 587 428 366 2,047
EUR /INR
Notional amount (INR) 37 120 141 100 90 488
AUD /INR
Notional amount 13 45 65 - - 123
Average forward rate 45 46 47 - - 46
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 measuring
forward contracts amount amount financial position ineffectiveness for the period
At 31 March 2021 8,592 106 Derivative instruments under -
At 31 March 2020 8,256 (264) Derivative instruments under -
Impact of hedging activities
(a) Disclosure of effects of hedge accounting on financial position:
31 March 2021 31 March 2020
Carrying amount of Carrying amount of
Type of hedge and risks Maturity Maturity
hedging instrument hedging instrument
period Period
Assets Liabilities Assets Liabilities
Cash flow hedge
Foreign exchange risk
Foreign exchange forward contracts 167 61 April 2021 to 12 276 April 2020 to
March 2022 March 2021
194
(b) Disclosure of effects of hedge accounting on financial performance
Change in the value of hedging Amount reclassified from cash Line item affected in statement
instrument recognised in other flow hedging reserve to profit of profit and loss because of
Type of Hedge comprehensive income* or loss the reclassification
Cash flow hedge
Foreign exchange risk 274 (353) (31) 235 Revenue Revenue
*The resultant impact on the cash flow hedge reserve for the year ended March 31, 2021 and March 31, 2020; on account of
changes in the fair value has been reconciled in Note No. 13
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.
28 (ii) Financial risk management

The Group’s principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables. The borrowing of
the Group constitute loan taken only for vehicle purchased. All the finances are made out of internal accruals. The main purpose
of these financial liabilities is to finance the Group’s operations and to provide guarantees to support its operations. 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 holds fair value through profit and loss investments and 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:
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.
There are no significant borrowings on the financial statements. Hence, there is no significant concentration of interest rate risk.
- 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, 2021 and 31 March 2020 in major currencies is as below:
Net financial Assets Net financial Liabilities
Currencies
USD/INR 1,161 1,917 68 131
GBP/INR 762 814 - -
EURO/INR 186 157 - -
AUD/INR 151 105 1 -
a) Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial
instruments and the impact on other components of equity arises from foreign forward exchange contracts designated as cash flow
hedges.
195
Currencies Impact on Profit after Tax Impact on other components of equity

USD Sensitivity
INR/USD - Increase by 1% (31 March 2020 - 1%)* 4 14 1 (2)
INR/USD - Decrease by 1% (31 March 2020 - 1%)* (4) (14) (1) 2
EUR Sensitivity
INR/EUR - Increase by 1% (31 March 2020 - 1%)* 3 2 0 (0)
INR/EUR - Decrease by 1% (31 March 2020 - 1%)* (3) (2) (0) 0
GBP Sensitivity
INR/GBP - Increase by 1% (31 March 2020 - 1%)* 8 8 (1) (0)
INR/GBP - Decrease by 1% (31 March 2020 - 1%)* (8) (8) 1 0
AUD Sensitivity
INR/AUD - Increase by 1% (31 March 2020 - 1%)* 1 1 (0) (0)
INR/AUD - Decrease by 1% (31 March 2020 - 1%)* (1) (1) 0 0
*Holding all other variables constant
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. In calculating expected credit loss, the Group has also taken into
account estimates of possible effect from the pandemic relating to COVID -19 and has recorded provision of Rs. 180 Mn (Previous
year Rs. 55 Mn) and Nil (Previous year Rs. 33 Mn) against outstanding receivables and unbilled revenue respectively against one
of its customer related to travel industry.
The following table gives the movement in allowance for expected credit loss for the year ended March 31, 2021:
31 March 2021 31 March 2020
Impairment loss recognized (net) 205 84
Expenses Recognised in Exceptional Item 180 88
Transfer from provision for customer contract 87 -
Amounts written off (262) (44)
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with
the Group’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned
to each counterparty. Counterparty credit limits are reviewed by the Group’s Board of Directors on an annual basis, and may be
updated throughout the year subject to approval of the Group’s Finance Committee. The limits are set to minimise the concentration
of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.
c) Liquidity Risk
The Group’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The
Group has no outstanding borrowings except term loans and working capital limits from banks. The term loans are secured against
hypothecation of the vehicles (refer note 15), and working capital limit is secured by a first charge on the book debts of the Group
and by a second charge on movable assets of the Group . However, the Group believes that the working capital is sufficient to meet
its current requirements. Accordingly, no liquidity risk is perceived.
d) Maturities of financial liabilities
The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2021:-
Borrowings 9 5 - - 14
Trade Payables 3,398 206 44 75 3,723
Lease Liability 266 196 233 117 812
4,593 407 277 192 5,469
196
The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2020:-
Borrowings 304 45 3 - 352
Trade Payables 2,634 103 33 70 2,840
Lease Liability 315 223 318 117 973
Other Financial Liabilities (excluding Borrowings) 1,787 589 - - 2,376
5,040 960 354 187 6,541
29 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 no outstanding borrowings except term loans and
working capital limits from banks. The term loans are secured against hypothecation of the vehicles (refer note 15), and working
capital limit is secured by a first charge on the book debts of the Group and by a second charge on movable assets of the Group.
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 2021 and 31 March 2020.
b) Dividends
31 March 2021 31 March 2020

(i) Equity Shares
Final dividend paid for the year ended 31 March 2020 of Rs. 11 per share 687 -
(ii) Interim dividend paid for the year ended 31 March 2021 of Rs. Nil (31 March 2020 - 20) per - 1,249
share
(iii) Dividends not recognised at the end of reporting period
In addition to the above dividends, since year end the directors have recommended the payment 788 687
of Interim dividend of Rs. 13 per fully paid up equity share (31 March 2020 - Rs. 11 per share).
30 Related parties where control exists

The Company’s subsidiaries at 31 March 2021 are set out below. Unless otherwise stated, they have share capital consisting solely
of equity shares that are held directly by the company and the proportion of ownership interests held equals the voting rights held
by the Company. The country of incorporation or registration is also their principal place of business.
Ownership interest
Place of Ownership interest
held by the Non
Sr. business/ held by the Company Principal
Name controlling interest
No. country of Activities
2021 2020 2021 2020
Direct subsidiaries
1 Coforge SmartServe Limited (erstwhile NIIT India 100 100 - - Software
SmartServe Limited) development
2 Coforge Services Limited India 100 100 - - Software
(erstwhile NIIT Technologies Services Limited) development
3 Coforge U.K. Limited (erstwhile NIIT United 100 100 - - Software
Technologies Limited) Kingdom development
4 Coforge Pte Limited (erstwhile NIIT Singapore 100 100 - - Software
Technologies Pacific Pte Limited) development
5 Coforge DPA Private Limited (erstwhile NIIT India 100 100 - - Software
Incessant Private Limited) development
6 Coforge GmbH(erstwhile NIIT Technologies Germany 100 100 - - Software
GmbH) development
7 Coforge Inc. (erstwhile NIIT Technologies Inc) USA 100 100 - - Software
development
8 Coforge Airline Technologies GmbH (erstwhile Germany 100 100 - - Software
NIIT Airline Technologies GmbH) development
9 Coforge FZ LLC (erstwhile NIIT Technologies Dubai 100 100 - - Software
FZ LLC) development
197
Ownership interest
Place of Ownership interest
held by the Non
Sr. business/ held by the Company Principal
Name controlling interest
No. country of Activities
2021 2020 2021 2020
10 NIIT Technologies Philippines Inc (under Philippines 100 100 - - Software
liquidation) development
11 Whishworks IT Consulting Private Limited, India 81.40 57.60 18.60 42.40 Software
India development
Stepdown subsidiaries
12 Coforge BV (erstwhile NIIT Technologies BV) Netherlands 100 100 - - Software
(Wholly owned by Coforge U.K. Ltd.) development
13 Coforge Limited (erstwhile NIIT Technologies Thailand 100 100 - - Software
Ltd) (Wholly owned by Coforge Pte Ltd., development
Singapore)
14 Coforge Technologies (Australia) Pty Limited Australia 100 100 - - Software
(erstwhile NIIT Technologies Pty Ltd) (Wholly development
owned by Coforge Pte Ltd., Singapore)
15 Coforge Advantage Go (erstwhile NIIT United 100 100 - - Software
Insurance Technologies Limited) (Wholly Kingdom development
owned by Coforge U.K. Ltd., UK)
16 Coforge S.A. (erstwhile NIIT Technologies S.A.) Spain 100 100 - - Software
(Wholly owned by Coforge U.K. Ltd.) development
17 Coforge BPM Inc. (erstwhile RuleTek LLC) USA 100 80 - 20 Software
(80% owned Coforge DPA Private Limited, development
India and 20% by Coforge DPA NA Inc. USA)
18 Coforge DPA UK Ltd. (erstwhile Incessant United 100 100 - - Software
Technologies. (UK) Limited) (Wholly owned by Kingdom development
19 Coforge DPA Ireland Limited (erstwhile Ireland 100 100 - - Software
Incessant Technologies (Ireland) Ltd., (Ireland) development
20 Coforge DPA Australia Pty Ltd. (erstwhile Australia 100 100 - - Software
Incessant Technologies (Australia) Pty Ltd.) development
21 Coforge DPA NA Inc. USA (erstwhile Incessant USA 100 100 - - Software
Technologies NA Inc.) (Wholly owned by development
22 Whishworks Limited, UK (Wholly owned by United 81.40 57.60 18.60 42.4 Software
Whishworks IT Consulting Private Limited, Kingdom development
India)
23 Coforge SPÓŁKA Z OGRANICZONA Poland 100 - - - Software
ODPOWIEDZIALNOSCIA (erstwhile NIIT development
Technologies Spółka Z Ograniczona
Odpowiedzialnoscia) (Wholly owned by
Coforge U.K. Ltd., UK)
24 Coforge S.R.L., Romania (erstwhile NIIT Romania 100 - - - Software
Technologies S.R.L.) (Wholly owned by development
Coforge U.K. Limited, w.e.f. August 25, 2020)
25 Coforge A.B. Sweden (erstwhile NIIT Sweden 100 - - - Software
Technologies A.B.) (wholly owned by Coforge development
U.K. Limited, w.e.f. September 07, 2020)
26 Coforge SDN. BHD. Malaysia (Erstwhile NIIT Malaysia 100 - - - Software
Technologies SDN. BHD), (Wholly owned by development
Coforge Pte Ltd., Singapore, w.e.f. June 25,
2020)
198
31 Related party transactions
Coforge Limited’s principal related parties consist of holding Company Hulst B.V., Netherlands, its own subsidiaries and key
managerial personnel. The Group’s material related party transactions and outstanding balances are with related parties with whom
the Group routinely enter into transactions in the ordinary course of business.
Transactions and balances with its own subsidiaries are eliminated on consolidation.
Ultimate Holding Company
Baring Private Equity Asia GP VII, LP, Cayman (w.e.f. May 17, 2019)
Holding Company
Hulst B.V., Netherlands (w.e.f. May 17, 2019)
Refer note 30
A List of related parties with whom the Group has transacted:
a) Key Managerial personnel
Sudhir Singh, Chief Executive Officer
Ajay Kalra, Chief Financial Officer
Lalit Kumar Sharma, Company Secretary & Legal Counsel
Non Executive Director
Patrick John Cordes
Kenneth Tuck Kuen Cheong
Hari Gopalakrishnan
Ashwani Puri
Basab Pradhan
Holly J. Morris
Kirti Ram Hariharan
b) Parties in which the key managerial personnel or the relatives of the key managerial personnel are interested
Titan Company Limited
c) List of other related parties
Particulars Country Nature of relationship
Coforge Limited Employees Provident Fund Trust (erstwhile NIIT India Post-employment benefit plan
Technologies Limited Employees Provident Fund Trust)
Coforge Limited Employees Group Gratuity Scheme (erstwhile NIIT India Post-employment benefit plan
Technologies Limited Employees Group Gratuity Scheme)
Coforge Limited Employees Superannuation Scheme (erstwhile NIIT India Post-employment benefit plan
Technologies Superannuation Scheme)
Refer to Note 16(ii) for information and transactions with post-employment benefit plans mentioned above
B Details of transaction with related parties carried out on an arms length basis:
Parties in whom the Key Parties in which Key

Holding
Nature of Transactions Group is an associate Managerial Managerial Personnel of Total
Company
and their subsidiaries Personnel the Group are interested
- - - - -
Receiving of Services
- (3) - - (3)
- - - 5 5
Rendering of Services
- (29) - - (29)
482 - - - 482
Dividend Paid
(876) - - - (876)
- - - - -
Donations paid
- - - (53) (53)
Figures in parenthesis represent Previous Year’s figures
C. Key management personnel compensation
Particulars Year ended 31 March 2021 Year ended 31 March 2020

Short term employee benefits 108 224
Commission & sitting fees 21 27
Post employment benefits* 3 42
Remuneration paid 132 293
Share based payment transactions 242 40
Total of compensation 374 333
*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.
199
The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key
management personnel.
D. Outstanding balances with related parties:

Receivables
Payables as at 31 Receivables as at Payables as at 31
Particulars as at 31
March 2021 31 March 2020 March 2020
March 2021
Parties in which the key managerial personnel 2 - - -
or the relatives of the key managerial
personnel are interested
There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been
recognised in respect of impaired receivables due from related parties.
E. Key Managerial Personnel interests in the Senior Executive Plan
Share options held by Key Managerial Personnel of the Company’s Stock Option Plan 2005 to purchase Equity shares have the
following expiry dates and exercise prices:
Closing option as at
Grant date Expiry date Exercise price 31 March 2021 31 March 2020
14-Jul-16 14-Jul-21 503.65 - 2,580
14-Jul-16 17-Jul-22 503.65 - 7,420
23-Jun-17 22-Jun-24 10.00 40,000 40,000
23-May-18 22-May-22 1,048.90 5,010 5,010
23-May-18 23-May-23 1,048.90 5,010 5,010
23-May-18 22-May-24 1,048.90 5,010 5,010
05-Sep-18 04-Sep-22 1,364.40 - 5,400
05-Sep-18 05-Sep-23 1,364.40 - 5,400
05-Sep-18 04-Sep-24 1,364.40 - 5,400
05-Sep-18 04-Sep-22 10.00 - 2,000
05-Sep-18 05-Sep-23 10.00 - 2,000
05-Sep-18 04-Sep-24 10.00 - 2,000
16-Mar-20 31-Dec-21 10.00 48,412 49,099
16-Mar-20 31-Dec-21 10.00 49,099 49,099
16-Mar-20 31-Dec-22 10.00 49,099 49,099
16-Mar-20 31-Dec-23 10.00 49,100 49,100
16-Mar-20 31-Dec-21 10.00 17,274 17,274
16-Mar-20 31-Dec-21 10.00 8,638 8,638
16-Mar-20 31-Dec-22 10.00 17,275 17,275
16-Mar-20 31-Dec-23 10.00 17,275 17,275
16-Mar-20 31-Dec-24 10.00 8,637 8,637
31-Mar-20 31-Dec-24 10.00 49,100 49,100
31-Mar-20 31-Dec-27 10.00 251,184 251,184
10-Apr-20 31-Dec-21 10.00 8,638 8,638
10-Apr-20 31-Dec-24 10.00 8,637 8,637
16-Mar-20 31-Mar-24 10.00 4,760 15,065
16-Mar-20 30-Sep-24 10.00 7,532 7,532
16-Mar-20 30-Sep-25 10.00 15,065 15,065
16-Mar-20 30-Sep-26 10.00 15,065 15,065
16-Mar-20 30-Sep-27 10.00 7,533 7,533
31-Mar-20 30-Sep-29 10.00 7,532 7,532
31-Mar-20 30-Sep-30 10.00 7,533 7,533
31-Mar-20 28-Mar-32 10.00 25,108 25,108
727,526 770,718
No share options have been granted to the non-executive members of the Board of Directors under this scheme. Refer to note 36
for further details on the scheme.
200
F. Terms and Conditions
Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other
shareholders.
Transactions with related parties during the year were based on terms that would be available to third parties.
All other transactions were made on normal commercial terms and conditions and at market rates in respect of impaired receivables
due from related parties.
All outstanding balances are unsecured and payable / receivable in cash
32 Segment Reporting
(a) Description of segments and principal activities
The Group delivers services around the world directly and through its network of subsidiaries and overseas branches. The Group
is rendering Information Technology solutions and is engaged in Application Development and Maintenance, Managed Services,
Cloud Computing and Business Process Outsourcing to organizations in a number of sectors viz. Financial Services, Insurance,
Travel, Transportation and Logistics, Manufacturing and Distribution and Government.
The Chief Executive Officer of the Group being identified the Chief Operating Decision Maker (CODM), reviews the Group’s
performance both from a products/ services and geographic perspective. However, CODM takes its decision for allocating resources
of the entity and assessing its performance on the basis of the geographical presence of the Group across the globe and has
identified four reportable segments of its business:
1. Americas
2. Europe, Middle East and Africa (EMEA)
3. Asia Pacific (APAC)
4. India
The Chief Operating Decision Maker i.e., the Chief Executive Officer (CEO), primarily uses a measure of revenue and adjusted
Earnings before Interest, Tax, Depreciation and Amortisation (Adjusted EBITDA) to assess the performance of the operating
segments. Earnings before Interest, Tax, Depreciation and Amortisation is adjusted with other income and foreign exchange
differences to arrive at Adjusted EBITDA. 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.
As per Ind AS 108, ‘Operating Segments’, the Group has disclosed the segment information only as part of the consolidated
financial statements.
(b) Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA)
Interest income and finance cost are not allocated to segments, as this type of activity is driven by the central treasury function,
which manages the cash position of the Group.
Particulars Year ended Year ended

31 March 2021 31 March 2020
Revenue from Operations
Americas 22,236 20,040
Asia Pacific 4,036 3,817
India 3,175 2,344
Total 46,628 41,839
Earning before Interest, Tax, Depreciation and Amortization (EBITDA)
Americas 3,866 3,543
Asia Pacific 408 335
India (13) (302)
Total 7,865 7,197
Depreciation and Amortization 1,836 1,730
Other Income (net) 113 558
Profit Before Tax (before exceptional items) 6,142 6,025
Exceptional items 180 71
Profit Before Tax 5,962 5,954
Provision for tax 1,302 1,278
Profit after tax 4,660 4,676

(c) Revenues of approximately Rs. 4,454 Mn (31 March 2020 Rs. 4,057 Mn) are derived from a single external customer. These
revenues are attributed to Americas segment.
201
33 Contingent liabilities and contingent assets
(a) Contingent liabilities

The Group had contingent liabilities in respect of:
31 March 2021 31 March 2020
i) Claims against the Group not acknowledged as debts
Income tax matters pending disposal by the tax authorities 368 138
Total 368 138
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.
iii) Income tax
Claims against the Group not acknowledged as debts as on March 31, 2021 include demand from the Indian Income tax authorities
for payment of tax of Rs. 368 Mn (31 March 2020 Rs. 138 Mn), upon completion of their tax assessment for Financial Years (FY)
2005-06 to FY 2017-18.
The tax demand for the financial years starting from 2005-06 to 2010-11 includes disallowance of apportion of the deduction
claimed by the Group under Section 10B of the Income Tax Act, 1961 as determined by the ratio of export turnover to total
turnover. The disallowances arose mainly due the fact that tax authority had considered all units as one for computation of tax
deduction/exemption instead of calculating each unit’s eligibility separately. Tax demand for financial years starting from 2005-06
to 2010-11, 2012-13, 2014-15 and 2015-16 to 2017-18 also includes disallowances on account of brought forward unabsorbed
depreciation, Bad debts written-off, Section 14A read with Rule 8D, One time lease rent, Bank’s Guarantee Commission, transfer
pricing, Donations, Profit u/s 143(5), Contributions under social security schemes, Foreign Tax credit and Foreign Witholding taxes,
non credit of surcharge and cess.
a) Demand for the Financial Year (FY) 2004-05 pertaining to treatment of revenue expenditure related to business development and
marketing expenses as Capital expenses has been decided in favour of the Group by the Hon’ble Income Tax Appellate Tribunal
(ITAT), Delhi
b) The matters for the FY 2005-06 was decided by the Hon’ble Delhi ITAT in favour of the Group, Department filed appeal before
the Delhi High Court against the said order. Appeals have been filed by the department and the Group for the FYs 2006-07 and
2007-08 before the Hon’ble High Court against the order dated January 28, 2020 issued by ITAT for respective matters.
c) The matters for financial years starting from 2008-09 to 2010-11 are pending before Hon’ble Income Tax Appellate Tribunal
(‘ITAT’), Delhi.
d) The matters for financial year 2012-13 were decided in favour of the company by the Commissioner of Income Tax (Appeals)
Delhi. However, the Income-tax Department had filed the appeals with the ITAT, Delhi and are pending for disposal.
e) Assessment for the FY 2015-16, FY 2016-17 and 2017-18 had been completed and the Group had filed an appeal before the
CIT(A) pending adjudication.
The Group is contesting the demand 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 Group’s financial position and results of operations.
(b) Contingent assets
The Group does not have any contingent assets as at 31 March 2021 and 31 March 2020.
34 Commitments
(a) Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

Property, plant and equipment 24 66
Intangible assets 52 48
Total 76 114
35 Leases
Following are the notes related to Leases
Effective April 1, 2019, the Group adopted Ind AS 116 on “Leases”, using the modified retrospective method and has taken the
cumulative adjustment to retained earnings, on the date of initial application. On transition, the adoption of the new standard
resulted in recognition of Right-of-Use asset (ROU) of Rs. 993 Mn, and a lease liability of Rs. 1,178 Mn. The cumulative effect
of applying the standard resulted in Rs. 127 Mn being debited to retained earnings, net of taxes of Rs. 58 Mn. The effect of this
adoption is insignificant on the profit for the period and earnings per share.
202
Year ended March 31, 2021 Year ended March 31, 2020
Particulars Category of ROU asset Category of ROU asset
Total Total
Buildings Vehicles Buildings Vehicles
Balance at beginning 789 3 792 987 6 993
Additions 162 - 162 12 - 12
Additions through business combination - - - 35 - 35
Deletions (52) - (52) (8) - (8)
Depreciation (285) (2) (287) (277) (3) (280)
Translation difference (1) - (1) 40 - 40
Balance at the end 613 1 614 789 3 792
The following is the movement in lease liabilities
Particulars
31 March 2021 31 March 2020
Balance at the beginning 973 1,178
Additions 162 12
Additions through business combination - 36
Deletions (5) (8)
Finance cost accrued during the period 64 80
Payment of lease liabilities (376) (367)
Translation difference (6) 42
The following is the break-up of current and non-current lease liabilities
As at As at
Particulars
31 March 2021 31 March 2020
Current lease liabilities 266 315
Non-current lease liabilities 546 658
Total 812 973
The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:
As at As at
Particulars
31 March 2021 31 March 2020
Less than one year 314 371
One to five years 552 674
More than five years 68 83
934 1,128
The Group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the
obligations related to lease liabilities as and when they fall due.
Rental expense recorded for short-term leases was Rs. 186 Mn (Previous year Rs. 163 Mn) for the year ended March 31,2021
The aggregate depreciation on ROU assets has been included under depreciation and amortisation expense in the consolidated
Statement of Profit and Loss.
36 Share-based stock payments
(a) Employee stock option plan
The establishment of the Coforge Employee Stock Option Plan 2005 (erstwhile 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, for the benefit of employees of the Group and its subsidiaries, who are eligible under Securities
Exchange Board of India (SEBI) Guidelines (excluding promoters), options of the Group in aggregate up to 3,850,000 options under
ESOP 2005, in one or more tranches. During the previous year the company had added 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. SEBI has issued the SEBI
(Share Based Employee Benefits) Regulations, 2014 which is applicable to the above ESOP 2005.
203
Set out below is a summary of options granted under the plan:
31 March 2021 31 March 2020

Average exercise Number of Average exercise Number of
price per share options price per share options
Opening balance 69.02 1,719,230 436.32 968,340
Granted during the year 10.00 32,875 10.00 1,532,230
Exercised during the year * 315.56 54,080 401.96 710,685
Forfeited/ lapsed during the year 187.62 123,532 474.14 70,655
Closing balance 50.02 1,574,493 69.02 1,719,230
Vested and exercisable 261,303 98,520
* The weighted average share price at the date of exercise of these options during the year ended 31 March 2021 was Rs. 1,976.04
(31 March 2020- Rs. 1,451.95)
The weighted average remaining contractual life for the share options outstanding as at 31 March 2021 was 3.31 years (31 March
2020: 3.78 years)
The weighted average fair value of options granted during the year was Rs. 1,681 (31 March 2020: Rs. 1,053.65).
The range of exercise prices for options outstanding at the end of the year was Rs. 10 to Rs. 1048.90 (31 March 2020: Rs. 10 to Rs.
1,364.40).
ii) Share options outstanding at the end of the year have the following expiry date and exercise prices:
Exercise Fair Share options outstanding as at

Grant Grant Date Vesting Date Expiry date
price Value 31 March 2021 31 March 2020
Grant XXXIX
Tranche I 20-Jun-16 20-Jun-17 20-Jun-20 534 147 - 4,890
Tranche II 20-Jun-16 20-Jun-18 20-Jun-21 534 160 - 4,890
Tranche III 20-Jun-16 20-Jun-19 20-Jun-22 534 176 - 8,350
Grant XLIII
Tranche II 14-Jul-16 14-Jul-18 14-Jul-21 504 149 - 2,580
Tranche III 14-Jul-16 14-Jul-19 14-Jul-22 504 164 - 7,420
Grant XLIV
Tranche III 25-Oct-16 25-Oct-19 25-Oct-22 10 366 - 7,000
Grant XLVIII
Tranche II 23-Jun-17 23-Jun-21 23-Jun-24 10 482 40,000 40,000
Grant XLIX
Tranche I 23-Jun-17 23-Jun-18 23-Jun-21 573 176 3,000 3,000
Tranche II 23-Jun-17 23-Jun-19 23-Jun-22 573 196 3,000 6,700
Tranche III 23-Jun-17 23-Jun-20 23-Jun-23 573 193 3,000 3,000
Grant L
Tranche II 23-Jun-17 23-Jun-19 23-Jun-22 10 510 - 2,250
Grant LII
Tranche II 18-Jan-18 18-Jan-20 18-Jan-23 10 656 - 4,000
Tranche III 18-Jan-18 18-Jan-21 18-Jan-24 10 645 4,000 4,000
Grant LIII
Tranche I 18-Jan-18 18-Jan-19 18-Jan-22 706 189 5,000 5,000
Tranche II 18-Jan-18 18-Jan-20 18-Jan-23 706 223 5,000 5,000
Tranche III 18-Jan-18 18-Jan-21 18-Jan-24 706 256 5,000 5,000
Grant LIV
Tranche II 23-May-18 23-May-20 23-May-23 10 998 - 3,000
Tranche III 23-May-18 23-May-21 23-May-24 10 987 3,000 3,000
Grant LV
Tranche I 23-May-18 23-May-19 23-May-22 1,049 297 15,240 15,240
Tranche II 23-May-18 23-May-20 23-May-23 1,049 369 15,240 15,240
Tranche III 23-May-18 23-May-21 23-May-24 1,049 422 15,240 15,240
Grant LVI
Tranche I 05-Sep-18 05-Sep-19 05-Sep-22 1,364 376 - 5,400
Tranche II 05-Sep-18 05-Sep-20 05-Sep-23 1,364 490 - 5,400
Tranche III 05-Sep-18 05-Sep-21 05-Sep-24 1,364 556 - 5,400
204
Exercise Fair Share options outstanding as at

Grant Grant Date Vesting Date Expiry date
price Value 31 March 2021 31 March 2020
Grant LVII
Tranche I 05-Sep-18 05-Sep-19 05-Sep-22 10 1,319 - 2,000
Tranche II 05-Sep-18 05-Sep-20 05-Sep-23 10 1,305 - 2,000
Tranche III 05-Sep-18 05-Sep-21 05-Sep-24 10 1,291 - 2,000
Grant LXVII
Tranche I 17-Mar-20 31-Mar-21 31-Dec-21 10 1,183 122,427 141,444
Tranche II 17-Mar-20 30-Sep-21 31-Dec-21 10 1,175 61,214 70,722
Tranche III 17-Mar-20 30-Sep-22 31-Dec-22 10 1,144 122,427 141,444
Tranche IV 17-Mar-20 30-Sep-23 31-Dec-23 10 1,113 122,427 141,444
Tranche V 17-Mar-20 30-Sep-24 31-Dec-24 10 1,083 61,215 70,720
Grant LXVIII
Tranche I 17-Mar-20 31-Mar-21 31-Mar-24 10 1,147 62,346 62,346
Tranche II 17-Mar-20 30-Sep-21 30-Sep-24 10 1,132 31,173 31,173
Tranche III 17-Mar-20 30-Sep-22 30-Sep-25 10 1,102 62,346 62,346
Tranche IV 17-Mar-20 30-Sep-23 30-Sep-26 10 1,072 62,346 62,346
Tranche V 17-Mar-20 30-Sep-24 30-Sep-27 10 1,043 31,171 31,171
Grant LXIX
Tranche I 17-Mar-20 31-Mar-21 31-Dec-21 10 1,183 17,274 17,274
Grant LXX
Tranche I 31-Mar-20 31-Mar-21 31-Dec-21 10 1,096 389 389
Grant LXXI
Tranche I 31-Mar-20 31-Mar-21 31-Mar-26 10 1,096 387 387
Tranche II 31-Mar-20 30-Sep-21 30-Sep-26 10 1,088 1,401 1,401
Tranche III 31-Mar-20 30-Sep-22 30-Sep-27 10 1,059 2,802 2,802
Tranche IV 31-Mar-20 30-Sep-23 30-Sep-28 10 1,031 2,804 2,804
Tranche V 31-Mar-20 30-Sep-24 30-Sep-29 10 1,003 1,402 1,402
Grant LXXII
Tranche I 31-Mar-20 30-Sep-23 30-Sep-28 10 967 30,130 30,130
Grant LXXIII
Tranche I 31-Mar-20 30-Sep-24 31-Dec-24 10 1,003 62,626 72,135
Tranche II 31-Mar-20 30-Sep-25 31-Dec-25 10 977 62,626 72,135
Grant LXXIV
Tranche I 31-Mar-20 30-Sep-24 30-Sep-29 10 941 32,576 32,576
Tranche II 31-Mar-20 30-Sep-25 30-Sep-30 10 916 32,576 32,576
Grant LXXV
Tranche I 31-Mar-20 29-Mar-27 31-Dec-27 10 931 325,176 337,426
Grant LXXVI
Tranche I 31-Mar-20 29-Mar-27 29-Mar-32 10 879 53,354 53,354
Grant LXXVII
Tranche I 10-Apr-20 30-Sep-21 31-Dec-21 10 941 8,638 -
Tranche II 10-Apr-20 30-Sep-24 31-Dec-24 10 916 8,637 -
Grant LXXVIII
Tranche I 01-Jan-21 01-Jan-22 31-Dec-22 10 2,572 1,114 -
Tranche II 01-Jan-21 30-Sep-22 31-Dec-22 10 2,550 1,115 -
Tranche III 01-Jan-21 30-Sep-22 31-Dec-22 10 2,550 2,228 -
Tranche IV 01-Jan-21 30-Sep-23 31-Dec-23 10 2,521 2,229 -
Tranche V 01-Jan-21 30-Sep-23 31-Dec-23 10 2,521 2,228 -
Tranche VI 01-Jan-21 30-Sep-24 31-Dec-24 10 2,492 2,229 -
Tranche VII 01-Jan-21 30-Sep-24 31-Dec-24 10 2,492 2,228 -
Tranche VIII 01-Jan-21 30-Sep-25 31-Dec-25 10 2,464 2,229 -
Total 1,574,493 1,719,230
205
(i) Fair value of options granted
The fair value at grant date is determined using the Black Scholes Model as per an independent valuer’s report, having taken into
consideration the market price being the latest available closing price prior to the date of the grant, exercise price being the price payable
by the employees for exercising the option and other assumptions as annexed below:
Average Life Risk Less

Market Exercise Dividend
Grant Tranche Volatility* of the Options Interest
Price Price yield rate
(in Years) Rate
FY 2019-20
Grant LXVII I 1,239.55 10.00 34.00% 1.42 5.41% 2.74%
II 1,239.55 10.00 36.64% 1.67 5.48% 2.74%
III 1,239.55 10.00 37.78% 2.67 5.74% 2.74%
IV 1,239.55 10.00 35.52% 3.67 5.95% 2.74%
V 1,239.55 10.00 37.94% 4.67 6.11% 2.74%
Grant LXVIII I 1,239.55 10.00 34.00% 2.54 5.69% 2.74%
II 1,239.55 10.00 37.03% 3.04 5.80% 2.74%
III 1,239.55 10.00 35.62% 4.04 5.99% 2.74%
IV 1,239.55 10.00 38.10% 5.04 6.14% 2.74%
V 1,239.55 10.00 38.09% 6.05 6.26% 2.74%
Grant LXIX I 1,239.55 10.00 34.00% 1.42 5.41% 2.74%
II 1,239.55 10.00 36.64% 1.67 5.48% 2.74%
III 1,239.55 10.00 37.78% 2.67 5.74% 2.74%
IV 1,239.55 10.00 35.52% 3.67 5.95% 2.74%
V 1,239.55 10.00 37.94% 4.67 6.11% 2.74%
Grant LXX I 1,147.75 10.00 34.00% 1.38 4.82% 2.74%
II 1,147.75 10.00 36.64% 1.63 4.94% 2.74%
III 1,147.75 10.00 37.78% 2.63 5.38% 2.74%
IV 1,147.75 10.00 35.52% 3.63 5.73% 2.74%
V 1,147.75 10.00 37.94% 4.63 6.00% 2.74%
Grant LXXI I 1,147.75 10.00 34.00% 1.38 4.82% 2.74%
II 1,147.75 10.00 36.64% 1.63 4.94% 2.74%
III 1,147.75 10.00 37.78% 2.63 5.38% 2.74%
IV 1,147.75 10.00 35.52% 3.63 5.73% 2.74%
V 1,147.75 10.00 37.94% 4.63 6.00% 2.74%
Grant LXXII I 1,147.75 10.00 41.64% 6.00 6.23% 2.74%
Grant LXXIII I 1,147.75 10.00 42.48% 4.63 6.00% 2.74%
II 1,147.75 10.00 41.44% 5.63 6.19% 2.74%
Grant LXXIV I 1,147.75 10.00 40.15% 7.00 6.36% 2.74%
II 1,147.75 10.00 39.42% 8.00 6.44% 2.74%
Grant LXXV I 1,147.75 10.00 39.67% 7.38 6.40% 2.74%
Grant LXXVI I 1,147.75 10.00 39.28% 9.5 6.53% 2.74%
FY 2020-21
Grant LXXVII I 1,101.85 10.00 49.93% 1.63 4.93% 2.74%
II 1,101.85 10.00 42.62% 4.63 6.25% 2.74%
Grant LXXVIII I 2,554.45 10.00 45.18% 1.5 3.76% 2.12%
II 2,554.45 10.00 39.74% 2.0 3.96% 2.12%
III 2,554.45 10.00 38.71% 3.0 4.50% 2.12%
IV 2,554.45 10.00 35.42% 4.0 5.01% 2.12%
V 2,554.45 10.00 34.67% 5.0 5.41% 2.12%
* The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of
future trends, which may not necessarily be the actual outcome
(b) Expense arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense were as
follows:
31 March 2021 31 March 2020
Expense arising from equity-settled share-based payment transactions 464 63
206
In financial year 2018-19, the Group issued the stock appreciation rights, liability for which is measured initially and at the end of each
reporting period until settled, at the fair value of the SARs by applying a black Scholes model, taking into account the terms and conditions
on which the SARs were granted and the extent to which the employees have rendered services to date. The carrying amount of the
liability relating to the SARs at 31 March 2021 was Rs 43 Mn (31 March 2020: Rs 9 Mn) and expense recognised during the year Rs 34
Mn (31 March 2020: Rs 5 Mn). No SARs had vested at 31 March 2021 and 31 March 2020, respectively.
37 Additional information required by Schedule III
Net assets (total assets Share in profit orShare in other Share in total
minus total liabilities) (loss) comprehensive income comprehensive income
Name of the As % of
entity in the As % of As % of consolidated As % of total
Group consolidated Amount consolidated Amount other Amount comprehensive Amount
net assets profit or loss comprehensive income
income
Parent
Coforge Limited
31 March 2021 44.69 11,020 36.82 1,716 50.00 275 38.21 1,991
31 March 2020 37.68 9,029 45.47 2,126 (337.62) (341) 51.02 2,279
Subsidiaries
Indian
Coforge SmartServe Limited (erstwhile NIIT SmartServe Limited)
31 March 2021 0.78 193 2.66 124 0.00 0 2.38 124
31 March 2020 2.86 686 2.89 135 (1.98) (2) 2.78 133
Coforge Services Limited (erstwhile NIIT Technologies Services Limited)
31 March 2021 0.13 32 0.02 1 - - 0.02 1
31 March 2020 0.13 31 0.02 1 - - 0.02 1
ESRI India Technologies Limited
31 March 2021 - - - - - - - -
31 March 2020 - - (0.32) (15) - - - (15)
Coforge DPA Private Limited (erstwhile NIIT Incessant Private Limited)
31 March 2021 7.38 1,821 23.54 1,097 11.82 65 22.30 1,162
31 March 2020 10.10 2,421 8.92 417 12.87 13 9.00 430
Whishworks IT Consulting Private Limited
31 March 2021 3.57 879 3.73 174 3.82 21 3.74 195
31 March 2020 5.31 1,272 1.28 60 8.91 9 1.44 69
Foreign
Coforge Inc. (erstwhile NIIT Technologies Inc)
31 March 2021 12.34 3,044 7.66 357 (10.36) (57) 5.76 300
31 March 2020 12.66 3,035 8.11 379 144.55 146 10.99 525
Coforge U.K. Limited (erstwhile NIIT Technologies Limited)
31 March 2021 9.76 2,406 (4.96) (231) 28.73 158 (1.40) (73)
31 March 2020 11.16 2,676 4.15 194 85.15 86 5.86 280
Coforge Pte Limited (erstwhile NIIT Technologies Pacific Pte Limited)
31 March 2021 1.73 426 0.52 24 1.45 8 0.61 32
31 March 2020 1.92 460 0.45 21 13.86 14 0.73 35
Coforge BV (erstwhile NIIT Technologies BV)
31 March 2021 1.02 252 0.52 24 - 0 0.46 24
31 March 2020 0.50 120 0.36 17 6.93 7 0.50 24
Coforge Limited, Thailand (erstwhile NIIT Technologies Ltd)
31 March 2021 1.58 389 (0.32) (15) 2.73 15 - -
31 March 2020 2.78 666 1.28 60 29.70 30 1.88 90
Coforge Technologies (Australia) Pty Limited (erstwhile NIIT Technologies Pty Ltd )
31 March 2021 0.84 207 0.54 25 9.45 52 1.48 77
31 March 2020 0.83 198 (0.96) (45) (19.80) (20) (1.36) (65)
Coforge GmbH(erstwhile NIIT Technologies GmbH)
31 March 2021 0.49 122 0.62 29 0.91 5 0.65 34
31 March 2020 0.91 218 0.38 18 9.90 10 0.59 28
207
Net assets (total assets Share in profit or Share in other Share in total
minus total liabilities) (loss) comprehensive income comprehensive income
Name of the As % of
entity in the As % of As % of consolidated As % of total
Group consolidated Amount consolidated Amount other Amount comprehensive Amount
net assets profit or loss comprehensive income
income
Coforge Advantage Go (erstwhile NIIT Insurance Technologies Limited)
31 March 2021 7.48 1,845 19.29 899 8.55 47 18.16 946
31 March 2020 3.89 932 14.16 662 27.72 28 14.44 690
Coforge Airline Technologies GmbH (erstwhile NIIT Airline Technologies GmbH)
31 March 2021 0.26 64 0.30 14 1.45 8 0.42 22
31 March 2020 0.89 214 0.60 28 13.86 14 0.88 42
Coforge FZ LLC( erstwhile NIIT Technologies FZ LLC)
31 March 2021 2.03 501 1.14 53 (1.82) (10) 0.83 43
31 March 2020 1.74 416 0.86 40 15.84 16 1.17 56
Coforge S.A. (erstwhile NIIT Technologies S.A.)
31 March 2021 1.27 312 (0.15) (7) 1.64 9 0.04 2
31 March 2020 1.35 323 1.80 84 12.87 13 2.03 97
NIIT Technologies Philippines Inc
31 March 2021 0.07 17 (0.17) (8) 0.36 2 (0.12) (6)
31 March 2020 0.09 22 (0.09) (4) 5.94 6 0.04 2
Coforge BPM Inc. (erstwhile RuleTek LLC)
31 March 2021 3.89 959 6.05 282 (9.82) (54) 4.38 228
31 March 2020 3.73 895 5.60 262 51.49 52 6.57 314
Coforge SPÓŁKA Z OGRANICZONA ODPOWIEDZIALNOSCIA (erstwhile NIIT Technologies Spółka Z Ograniczona Odpowiedzialnoscia)
31 March 2021 (0.13) (31) (0.09) (4) 0 1 (0.06) (3)
31 March 2020 - - - - - - - -
Coforge SDN. BHD. Malaysia (Erstwhile NIIT Technologies SDN. BHD)
31 March 2021 - - 0 2 - - 0 2
31 March 2020 - - - - - - - -
Coforge A.B. Sweden (Erstwhile NIIT Technologies A.B.)
31 March 2021 - - - - - - - -
31 March 2020 - - - - - - - -
Coforge S.R.L., Romania (Erstwhile NIIT Technologies S.R.L.)
31 March 2021 - - - - - - - -
31 March 2020 - - - - - - - -
Non controlling interest in all subsidiaries
Indian
ESRI India Technologies Limited
31 March 2021 - - - - - - - -
31 March 2020 - - (0.04) (2) - - (0.04) (2)
Coforge DPA Private Limited (erstwhile NIIT Incessant Private Limited)
31 March 2021 - - - - - - - -
31 March 2020 - - (0.02) (1) - - (0.02) (1)
Whishworks IT Consulting Private Limited, India
31 March 2021 0.82 203 1.91 89 0.91 5 1.80 94
31 March 2020 1.22 293 3.40 159 6.93 7 3.47 166
Foreign
Coforge BPM Inc. (erstwhile RuleTek LLC)
31 March 2021 - - 0.32 15 - - 0.29 15
31 March 2020 0.24 58 1.71 80 12.87 13 1.95 93
Total
31 March 2021 100.00 24,661 100.00 4,660 100.00 550 100.00 5,210
31 March 2020 100.00 23,965 100.00 4,676 100.00 101 100.00 4,777
There is no material non controlling interest of the Company.
Consolidated adjustments (purchase price allocation and elimination) have been included in the entity to which the same pertains.
208
38 Earnings per Share
March 31, 2021 March 31, 2020
(a) Basic earnings per equity share of Rs 10 each
(b) Diluted earnings per equity share of Rs 10 each

(c) Reconciliations of earnings used in calculating earnings per share

Basic earnings per share
Profit attributable to the equity holders of the Company used in calculating basic earnings 4,556 4,440
per share:
Diluted earnings per share
Profit attributable to the equity holders of the Company used in calculating diluted 4,556 4,440
earnings per share
(d) Weighted average number of shares used as the denominator

Weighted average number of equity shares used as the denominator in calculating basic 61,007,773 62,192,226
earnings per share (numbers)
Adjustments for calculation of diluted earnings per share:
Stock Options outstanding (numbers) 1,158,187 370,803
Weighted average number of equity shares and potential equity shares used as the 62,165,960 62,563,029
denominator in calculating diluted earnings per share (numbers)
(e) Information concerning the classification of securities
Stock Options outstanding
Options granted to employees under the Employee stock option plan 2005 are considered to be potential equity shares. They have
been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been
included in the determination of basic earnings per share. Details relating to the options are set out in note 36.
39 Acquisition of first tranche in Whishworks
As at March 31, 2020, the Group held 57.6% stake in Whishworks IT Consulting Private Limited (“Whishworks”). Consequent to
the Share Purchase Agreement with shareholders of Whishworks, on 9 June 2020, the Group acquired incremental 23.8% stake
for consideration of Rs. 689 Mn resulting in Whishworks becoming a 81.4% subsidiary as at 31 March 2021. Pending acquisition
of 18.6% shareholding, the Group has attributed the profit and each component of other comprehensive income (if any) to Non
Controlling Interest, which is included in future acquisition liability.
40 Acquisition of second tranche in Coforge BPM Inc. (erstwhile Ruletek LLC)

As per the terms of Membership Interest Purchase Agreement dated May 31,2017 signed between Coforge DPA Private Limited
(erstwhile Incessant Technologies Private Limited) (Coforge DPA) and members of Coforge BPM Inc. (erstwhile RuleTek LLC), the
Group acquired 20% membership interest in Coforge BPM Inc. for cash consideration of Rs 722 Mn. As at March 31,2021 the Group
holds 100% shareholding in Coforge BPM Inc.
41 Disclosures related to revenue from contract with customers

a. Disaggregate revenue information
Refer note 32 for geographical revenue disaggregation. In addition the Group maintain revenue by verticals:
Vertical Year ended Year ended
31 March 2021 31 March 2020
Banking and financial services 8,135 6,754
Insurance 15,135 12,694
Travel, Transport and Logistics 8,989 11,666
Manufacture, Media & others 14,369 10,725
Total Revenue 46,628 41,839
b. Particulars pertaining to unbilled revenue [Refer note 5(iii)] Year ended Year ended
31 March 2021 31 March 2020
Balance at the beginning 2,631 1254
Unbilled revenue classified to trade receivable upon billing to customer out of opening 2,200 998
unbilled revenue
209
c. Particulars pertaining to deferred revenue (Refer note 17 & 18) Year ended Year ended
31 March 2021 31 March 2020
Revenue recognized during the year from opening deferred revenue 403 377
d. Refer note 19 for disclosure on revenue from contract with customers

e. Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at
the end of the reporting period and an explanation as to when the Group expects to recognize these amounts in revenue. Applying
the practical expedient as given in IndAS115, the Group has not disclosed the remaining performance obligation related disclosures
for contracts where the revenue recognized corresponds directly with the value to the customer of the entity’s performance
completed to date, typically those contracts where invoicing is on time and material basis, fixed monthly / 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, 2021, other than those
meeting the exclusion criteria mentioned above, is Rs. 4,254 Mn (Previous year Rs. 1,596 Mn). Out of this, the Group expects to
recognize revenue of around Rs. 2,128 Mn(Previous year Rs. 1,512 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 current assessment, the
occurrence of the same is expected to be remote.
42 Reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the statement of
cash flows:

Particulars Charges
1st April 2020 Payment Net Cash Flows Accrued 31 March 2021
Proceeds Accrued
Long term borrowings 320 - (306) (306) - - 14
(including Current Maturities
of long term debt)
Dividend Payable (including 16 - (686) (686) - 687 17
336 - (999) (999) 7 687 31

Particulars Charges
1st April 2019 Payment Net Cash Flows Accrued 31 March 2020
Proceeds Accrued
Long term borrowings 81 281 (42) 239 - - 320
(including Current Maturities
of long term debt)*
Dividend Payable (including 17 - (1,469) (1,469) - 1,468 16
98 281 (1516) (1235) 5 1,468 336
* Proceeds includes amount acquired through acquisition Rs. 7 Mn
43 Subsequent event
Acquisition of first and second tranche in SLK Global
The Group made a strategic investment in M/s SLK Global Solutions Private Limited (the “Investee Company”) on April 12, 2021,
and has entered into the following agreements:
(i) Share Purchase Agreement to acquire 80% equity shares over a period of two years from the existing shareholders of the
Investee Company
(ii) Shareholders Agreement to regulate the rights and obligations of the shareholders, inter se and for the internal management of
the Investee Company.
Out of this, equity shares equivalent to 35% of the total issued and paid up share capital of the Investee Company
were purchased on April 12, 2021 (“Tranche 1”) and equity shares equivalent to 25% of the total issued and paid up
share capital of the Investee Company were purchased on April 28, 2021 (“Tranche 2”) , aggregating to 60% of the
total share capital of the Investee Company. The balance equity shares equivalent to 20% (twenty per cent) of the total
issued and paid up share capital of the Investee Company will be purchased after two years from the date hereof.
For acquiring 60% stake in the Investee Company, the Group invested Rs. 9,183 Mn. The Group funded this transaction partially
from Redeemable Non-Convertible Bonds amounting to Rs. 3,400 Mn and balance through internal accruals.
210
44 Previous year figures have been reclassified to conform to current year’s classification.
Date : May 6, 2021 Date : May 6, 2021

211
NOTES
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212
AMERICAS Coforge GmbH APAC Coforge Ltd.
Delitzscher Strasse 9 3rd Floor, 31/2, Roopena Agrahara,
Coforge Inc. 40789 Monheim, Germany Coforge Ltd. Hosur Road, Bengaluru,
New Jersey Ph: +49 (0) 69 430533-0 SEZ Developer Unit Karnataka 560068, India
502 Carnegie Center Drive Fax: +49 (0) 69 430533 150 Plot No. TZ-2 & 2A, Sector Tech Ph: +91 80 4932 9000
Suite #301 Zone, Greater Noida, UP 201308,
Princeton, NJ 08540 Coforge GmbH India Coforge DPA Australia Pty Ltd.
Bockenheimer Landstraße 51-53 Ph: +91 (120) 459 2300 Level 4, 65 Walker Street,
Coforge Inc. 60325 Frankfurt am Main, Germany Fax: +91 (120) 459 2301 North Sydney NSW 2060
699 Broad St. Suite 100, Ph: +49 (0) 69 430533-0 Australia
Augusta, GA. 30901 Fax: +49 (0) 69 430533 150 Coforge Ltd. Ph: +61 2 8221 8873
H-7, Sector-63,
Coforge BPM Inc. Coforge Airline Technologies GmbH Noida – 201301, India Coforge Technologies Australia
1550 S. Tech Ln Suite 210 Meridian, Lina-Ammon-Strasse 19b Ph: +91 (120) 4285333 Pty Ltd
ID 83642 90741 Nürnberg, Germany Fax: +91 (120) 4285000 Mitchell & partners
Ph: +49 (0) 911/988709-00 Suite 3 level 2 66 clarence street
Coforge DPA NA Inc. Fax: +49 (0) 911/988709-60 Coforge Ltd. SYDNEY NSW 2000
5 Villa Farms CIR 223-224, Udyog Vihar, Phase-1,
MONROE, NJ 08831 Coforge, S.A. Gurgaon, Haryana – 122002 India Coforge Pte Ltd.
2nd Floor, Ph: +91 (124) 4002702 31 Kaki Bukit Road 3
Coforge SpA. Calle Mendez Alvaro 9, Fax: +91 (124) 4002701 #05-08 Techlink
222 Miraflores Street, 28th floor, 28045 Madrid, Spain Singapore 417818
Santiago, Chile 97-763 Ph: +34 91 400 82 12 Coforge SmartServe Limited Ph: +65 68488300
223-224, Udyog Vihar, Phase-1, Fax: +65 68488322
SLK Global US Coforge Ltd. Gurgaon, Haryana – 122002 India
2727 LBJ Freeway Suite 800, Dallas Zweigniederlassung Luzern, Ph: +91 (124) 4002702 Coforge Pte Ltd.
TX-75234, USA Tribschenstrasse 9, 6005 Luzern, Fax: +91 (124) 4002701 Level 8 & 14,
Switzerland 88 Gloucester Road,
SLK North Carolina Ph: 41 (0) 41/360 48 76 Coforge Ltd. Wanchai, Hong Kong
15925 Carmenita Road, Fax: +41 (0) 41/360 21 64 8, Balaji Estate, Third Floor, Ph: + 852 3973 5933
Cerritos CA 90703-2206 Guru Ravi Das Marg, Kalkaji, Fax: + 852 3973 8500
Coforge BV New Delhi – 110019, India
EUROPE Regus WTC, Zuidplein 36, Ph: +91 11 41675000 Coforge Limited
1077 XV Amsterdam, Fax: +91 11 41407120 1858/17 Interlink Tower, 6th Floor,
Coforge UK Ltd. The Netherlands Debaratna Road, Bangna TAI
2nd Floor, 47 Mark Lane, Ph: 020-7997704 Coforge Ltd. Bangna, Bangkok-10260,
London - EC3R 7QQ, U.K. Eco Space Business Park Thailand
Ph: +44 (0) 20 70020700 Coforge Ltd. 3B-501, 5th Floor Ph: +66 2664 3036 - 38
Fax: +44 (0) 20 70020701 Lozenberg 22, box 3, 1932, Rajarhat, New Town Fax: +66 26643039
Zaventem, Belgium, Kolkata - 700 160, India
Coforge Advantagego Limited Ph: +32 2 720 09 08 Ph: 033-4072-4446 / 4463 SLK Global
2nd Floor, 47 Mark Lane, Fax: +32 2 720 52 62 Fax: 033- 2324 -7713 SLK Green Park, 3rd & 4th Floors,
London EC3R 7QQ U.K. Coforge Ltd. Tower B, Amin Properties
Ph: +44(0)20 7667 8600 70 Sir John Rogersons Quay Coforge Ltd. Pujanahalli Village, Devanahalli
Fax: +44(0)20 7667 8601 Dublin 2, Ireland 4th Floor, Tower B, Marwah Centre, Taluk, LLP SEZ, Sy. Nos. 19.20, 20/1,
Krishnalal Marwah Marg Bangalore Rural- 562110, India
WHISHWORKS in the UK Coforge DPA Ireland Off Saki Vihar Road, Andheri (E)
Vista Building, 2 William Street, Behan House, Mumbai – 400072, India SLK Global
Windsor, Berkshire, SL4 1BA 10 Mount Street Lower Ph: +91 22 40103100 Level 3, Marisoft C,
Ph: 020 34757980 Dublin D02 HT71 Fax: +91 22 40103444 near Hotel Royal Orchid,
Mail: info@whishworks.com Ph: +353 (01) 254 7000 Kalyani nagar,
Coforge DPA Pvt. Ltd Pune – 411014
Coforge DPA UK Ltd. Coforge Spółka Z Ograniczona Block B,6th Floor Q City
Hygeia Building, Odpowiedzialnoscia SR No. 109, 110, 111/12, SLK Global
Rear Ground Floor, ZŁOTA 59 Nanakramguda Village Office No.3,6th Level,Building
66-68 College Road 00-120 WARSAW Serilingampally Mandal No 2, Commerzone Sy
Harrow, Middlesex HA1 1BE Poland Ranga Reddy District No.144/145,Yerawada,
Ph: +44 (0) 203 196 1096 Hyderabad 500032 Samrat Ashok Path,
MIDDLE EAST Ph: 91 40 4448 6666 Pune
Coforge DPA UK Ltd. Fax: 91 40 4448 6677
2nd Floor,The Foundry Building, Coforge FZ LLC. SLK Global
Euston Way, Telford, 206, 2nd Floor, Building #04 WHISHWORKS in India Sy No 156/1A, Old Pune Bangalore
Shropshire, TF3 4LY Dubai Outsource Cyber Gateway, C-Block, 2nd Floor Road Village Ujalaiwadi Taluka
Ph: +44 (0) 1952 299 234 City, Post Box No. 500822 Wing-2, Madhapur, Hyderabad, Karveer Dist. Kolhapur 416004
Dubai, UAE Telangana-500081, India
Ph: +00 9714 435 5748 Ph: 040 42656565 SLK Global Philippines
Fax: +971 4 4355749 Mail: info@whishworks.com 12F Axis 1 Building,
Northgate Cyberzone Alabang,
Coforge Ltd. Muntinlupa City, 1781
31/2, Roopena Agrahara,
Hosur Road, Bengaluru,
Karnataka 560068, India
Ph: +91 80 3028 9500
Registered Office
Coforge Ltd.
www.coforgetech.com New Delhi - 110019, India
Ph: +91 11-41029297
Fax: +91 11-26414900

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July 06, 2021

The Manager, The General Manager,

Kindly acknowledge receipt.

For Coforge Limited

Lalit Kumar Sharma

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

Corporate Profile _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 20-20

The Year Gone By _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 21-22

Board’s Report _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 23-54

Management Discussion and Analysis _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 55-58

Business Responsibility Report _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 59-66

Report on Corporate Governance _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 67-87

Financial Statements - Coforge Limited _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 88-144

Consolidated Financial Statements _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 145-212

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

Mr. Ashwani Puri Ms. Holly Jane Morris

Chief Financial Officer

Company Secretary & Legal Counsel

Registrar & Share Transfer Agent

Coforge Limited’s Website

Notes: Secretarial Standard on General Meetings issued

Type of shareholders Login Method

The Year Gone By - FY 2021

Coforge delivered another year of industry-leading Becoming Coforge

Awards and Recognition

Coforge recognized as a ‘Leader’

Coforge ranked amongst the top Coforge positioned as a ‘Major

Coforge covered by HFS

Coforge positioned as a ‘Leader’ Coforge named ISG Top 15

Coforge featured in Nelson Hall

even as the Company navigated an increasingly difficult

Financial highlights Material changes and commitments, if any, affecting the

face value of INR 10,00,000 (Indian Rupees Ten Lakh) Directors

Code of Fair Disclosure Conservation of energy and environment-friendly

Total equity instruments 8,424

Business Responsibility Report provided within the Corporate Governance Report.

Number of meetings of Number of meetings of

Amount Unspent (in Rs.)

(d) Amount spent in Administrative Overheads - NIL

(1) (2) (3) (4) (5) (6) (7) (8) (9)

Kirti Ram Hariharan Sudhir Singh

Date: May 06, 2021

COFORGE LIMITED (ERSTWHILE NIIT TECHNOLOGIES LIMITED) DIVIDEND DISTRIBUTION POLICY

Information as per Rule 5(1) of Chapter XIII, Companies

Remuneration paid to Executive Director

Remuneration paid to Non-Executive Directors

Name Title Remuneration in Remuneration in % increase in Ratio of Median

Remuneration paid to Non- Director KMPs (Only CTC )

Form No. AOC-2

We further report that:-

 FOR RANJEET PANDEY & ASSOCIATES

Place: NEW DELHI  CS RANJEET PANDEY

to further drive competitive advantage. Cognitive and

Driving growth through a clear strategy: Transform at

value for its customers, employees, shareholders,

Section C: Other Details 2. Do the subsidiary company/companies participate

Principle-wise (as per NVGs) BR Policy / Policies:

P3 Policy against sexual harassment at workplace; Whistleblower policy; HR policies

P4 Values and beliefs statement; CSR policy

FOR RANJEET PANDEY & ASSOCIATES

Place: NEW DELHI CS RANJEET PANDEY

Notes to the financial Statements (All amounts in Rs Mn unless otherwise stated)