Provisions for legal claims and service warranties arerecognized when the Company has a present legalor 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 canbe reliably estimated. Provisions are not recognizedfor future operating losses. The expense relating toa provision is presented in the statement of profitand loss net of any reimbursement (recognisedonly if realisation is virtually certain). If the effectof the time value of money is material, provisionsare discounted using a current pre-tax rate thatreflects, when appropriate, the risks specific to theliability. When discounting is used, the increase in theprovision due to the passage of time is recognisedas a finance cost.
Provision for onerous contracts are recognized whenthe expected benefits to be derived by the Companyfrom a contract are lower than the unavoidablecost of meeting the future obligations under thecontract. The provision is measured at present valueof the lower of the expected cost of termination thecontract and the expected net cost of continuingwith the contract. Before a provision is established,the Company recognizes any impairment loss on theassets associated with the contract to the statementof profit and loss.
Contingent liability is a possible obligationarising from past events and whose existencewill be confirmed only by the occurrence or non¬occurrence of one or more uncertain future eventsnot wholly within the control of the entity or apresent obligation that arises from past eventsbut is not recognized because it is not probablethat an outflow of resources embodying economicbenefits will be required to settle the obligation orthe amount of the obligation cannot be measuredwith sufficient reliability. Contingent liabilities arenot recognised; however, their existence is disclosedin the Standalone Financial Statements.
Liabilities for wages and salaries, includingnon-monetary benefits that are expectedto be settled wholly within 12 months afterthe end of the period in which the employeesrender the related service are recognized inrespect of employees' services up to the end ofthe reporting period and are measured at theamounts expected to be paid when the liabilitiesare settled. The liabilities are presented ascurrent employee benefit obligations in thebalance sheet.
The liabilities for earned leave and sick leaveare not expected to be settled wholly within12 months after the end of the period inwhich the employees render the relatedservice. They are therefore measured as thepresent value of expected future paymentsto be made in respect of services provided byemployees up to the end of the reporting periodusing the projected unit credit method. Thebenefits are discounted using the appropriatemarket yields on government bonds at theend of the reporting period that have termsapproximating to the terms of the relatedobligation. Remeasurements comprising of asa result of experience adjustments and changesin actuarial assumptions are recognisedimmediately in the statement of profit and lossin the period in which they occur.
Defined benefit plans:
Provident Fund
Employees Provident Fund contributions aremade to a Trust administered by the Company.The Company's liability is actuarially determined(using the Projected Unit Credit method) at theend of the year. The contributions made tothe trust are recognised as plan assets. Thedefined benefit obligation recognised in thebalance sheet represents the present value ofthe defined benefit obligation as reduced by thefair value of plan assets. If the interest earningsand cumulative surplus of Trust are less thanthe present value of the defined benefitobligation the interest shortfall is provided foras additional liability of employer and chargedto the statement of profit and loss.
Gratuity
Gratuity is a post employment defined benefitplan. The liability recognized in the BalanceSheet in respect of gratuity is the present valueof the defined benefit obligation at the BalanceSheet date less fair value of plan assets. TheCompany's liability is actuarially determined(using the projected unit credit method) at theend of each year. Remeasurement gains andlosses arising from experience adjustments andchanges in actuarial assumptions are recognisedin the period in which they occur, directly in othercomprehensive income. They are included in
retained earnings in the statement of changesin equity and in the balance sheet.
Past service costs are recognised in profit orloss on the earlier of:
• The date of the plan amendment orcurtailment, and
• The date that the Company recognisesrelated restructuring costs.
Net interest is calculated by applying thediscount rate to the net defined benefitliability or asset. The Company recognises thefollowing changes in the net defined benefitobligation as an expense in the standalonestatement of profit and loss:
• Service costs comprising current servicecosts, past-service costs, gains andlosses on curtailments and non-routinesettlements; and
• Net interest expense or income.
Defined contribution plan:
Superannuation
The Company makes defined contribution to aTrust established for this purpose. The Companyhas no further obligation beyond its monthlycontributions. The Company's contributiontowards Superannuation Fund is charged toStatement of Profit and Loss on accrual basis.
Overseas Employees
In respect of employees of the overseasbranches where ever applicable , the Companymakes defined contributions on a monthly basistowards the retirement saving plan which arecharged to the Standalone Statement of Profitand Loss on accrual basis.
Share-based compensation benefits areprovided to employees via the CoforgeEmployee Stock Option Plan 2005 (formerly NIITTechnologies Employee Stock Option Plan 2005).
Equity settled employee stock options
The fair value of options granted under EmployeeStock Option Plan is recognized as an employeebenefits expense with a corresponding increasein equity. The total amount to be expensed isdetermined by reference to the fair value of theoptions granted:
- including any market performance conditions
- excluding the impact of any service and non¬market performance vesting conditions(e.g. profitability, sales growth targets andremaining an employee of the entity over aspecified time period), and
- including the impact of any non-vestingconditions (e.g. the requirement foremployees to save or holdings shares for aspecific period of time)
The total expense is recognized over the vestingperiod, which is the period over which all of thespecified vesting conditions are to be satisfied.At the end of each period, the entity revisesits estimates of the number of options thatare expected to vest based on the non-marketvesting and service conditions. It recognizes theimpact of the revision to original estimates, ifany, in profit or loss, with a correspondingadjustment to equity.
Dividend to shareholders is recognised as aliability and deducted from equity, in the year /period in which the dividends are approved bythe shareholders.
Basic earnings per share is calculated by dividing:
- The profit attributable to owners of the Company
- By weighted average number of equity sharesoutstanding during the financial year, adjusted forbonus elements in equity shares issued during theyear and excluding treasury shares.
Diluted earnings per share adjusts the figures used inthe determination of basic earnings per share to takeinto account.
- The after income tax effect of interest and otherfinancing costs associated with dilutive potentialequity shares and
- The weighted average number of additionalequity shares that would have been outstandingassuming the conversion of all dilutive potentialequity shares.
Business combinations are accounted for usingthe acquisition method other than businesscombinations of entities under common control. Thecost of an acquisition is measured as the aggregateof the consideration transferred measured atacquisition date fair value and the amount of anynon-controlling interests in the acquiree. For eachbusiness combination, the Company elects whetherto measure the non-controlling interests in theacquiree at fair value or at the proportionate shareof the acquiree's identifiable net assets. Acquisitionrelated costs are expensed as incurred.
At the acquisition date, the identifiable assetsacquired and the liabilities assumed are recognizedat their acquisition date fair values. For this purpose,the liabilities assumed include contingent liabilitiesrepresenting present obligation and they aremeasured at their acquisition fair values irrespectiveof the fact that outflow of resources embodyingeconomic benefits is not probable.
Goodwill is initially measured at cost, being the excessof the aggregate of the consideration transferredand the amount recognized for non-controllinginterests, and any previous interest held, over the netidentifiable assets acquired and liabilities assumed.
After initial recognition, goodwill is measured at costless any accumulated impairment losses. For thepurpose of impairment testing, goodwill acquiredin a business combination is, from the acquisitiondate, allocated to each of the Company's cash¬generating units that are expected to benefit fromthe combination, irrespective of whether otherassets or liabilities of the acquiree are assigned tothose units.
Liability for put option issued to non-controllinginterests which do not grant present access toownership interest to the Company is recognisedat present value of the redemption amount and isreclassified from equity. At the end of each reportingperiod, the non-controlling interests subject to putoption is derecognised and the difference betweenthe amount derecognised and present value of theredemption amount, which is recorded as a financialliability, is accounted for as an equity transaction.
The Company measures financial instruments, suchas investment in mutual funds and derivatives, at
fair value at each balance sheet date. The Companyalso measures assets and liabilities acquired inbusiness combination at fair value. Fair value isthe price that would be received to sell an asset orpaid to transfer a liability in an orderly transactionbetween market participants at the measurementdate. The fair value measurement is based on thepresumption that the transaction to sell the assetor 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 mostadvantageous market for the asset or liability
All assets and liabilities for which fair value ismeasured or disclosed in the Standalone FinancialStatements are categorised within the fair valuehierarchy, described as follows, based on the lowestlevel input that is significant to the fair valuemeasurement as a whole:
Level 1 — Quoted (unadjusted) prices in activemarkets for identical assets or liabilities
Level 2 — Valuation techniques for which thelowest level input that is significant to the fair valuemeasurement is directly or indirectly observable
Level 3 — Valuation techniques for which thelowest level input that is significant to the fair valuemeasurement is unobservable
At each reporting date, management analysesthe movements in the values of assets andliabilities which are required to be remeasuredor re-assessed as per the Company's accountingpolicies. For this analysis, management regularlyreviews significant unobservable inputs appliedin the valuation by agreeing the information inthe valuation computation to contracts and otherrelevant documents.
The Company presents assets and liabilitiesin 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 orconsumed in normal operating cycle
- Held primarily for the purpose of trading
- Expected to be realised within twelve monthsafter the reporting period, or
- Cash or cash equivalent unless restricted frombeing exchanged or used to settle a liability forat 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 operatingcycle
- It is held primarily for the purpose of trading
- It is due to be settled within twelve months afterthe reporting period, or
- There is no unconditional right to defer thesettlement of the liability for at least twelvemonths after the reporting period
The Company classifies all other liabilities as non¬current.
Deferred tax assets and liabilities are classified asnon-current assets and liabilities.
The operating cycle is the time between the acquisitionof assets for processing and their realisation in cashand cash equivalents. The Company has identifiedtwelve months as its operating cycle.
(u) Rounding of amounts
All amounts disclosed in the Standalone FinancialStatements and notes have been rounded off to thenearest millions, unless otherwise stated.
* Recent Accounting Pronouncements
New and amended standards adopted by theCompany
The Ministry of Corporate Affairs has notified Companies(Indian Accounting Standards) Amendment Rules, 2024dated August 12, 2024 to amend the following Ind ASwhich are effective for annual periods beginning on orafter April 1, 2024. The Company applied for the first-timethese amendments.
(i) Ind AS 117 Insurance Contracts
The Ministry of corporate Affairs (MCA) notified theInd AS 117, Insurance Contracts, vide notificationdated August 12, 2024, under the Companies (Indian
Accounting Standards) Amendment Rules, 2024,which is effective from annual reporting periodsbeginning on or after April 1, 2024.
Ind AS 117 Insurance Contracts is a comprehensivenew accounting standard for insurance contractscovering recognition and measurement,presentation and disclosure. Ind AS 117 replacesInd AS 104 Insurance Contracts. Ind AS 117 appliesto all types of insurance contracts, regardless ofthe type of entities that issue them as well as tocertain guarantees and financial instruments withdiscretionary participation features; a few scopeexceptions will apply. Ind AS 117 is based on a generalmodel, supplemented by:
• A specific adaptation for contracts with directparticipation features (the variable fee approach)
• A simplified approach (the premium allocationapproach) mainly for short-duration contracts
The application of Ind AS 117 had no impact on theCompany's Standalone Financial Statements as theCompany has not entered any contracts in the natureof insurance contracts covered under Ind AS 117.
(ii) Amendment to Ind AS 116 Leases - LeaseLiabilities in a Sale and Leaseback
The MCA notified the Companies (Indian AccountingStandards) Second Amendment Rules, 2024, whichamend Ind AS 116, Leases, with respect to LeaseLiabilities in a Sale and Leaseback.
The amendment specifies the requirements that aseller-lessee uses in measuring the lease liabilitiesarising in a sale and leaseback transaction, to ensurethe seller-lessee does not recognise any amountof the gain or loss that relates to the right of useit retains.
The amendment is effective for annual reportingperiods beginning on or after April 1, 2024. Theamendment does not have a material impact on theCompany's Standalone Financial Statements.
Standards notified but not yet effective
There are no standards that are notified and not yeteffective as on the date.
Terms and rights attached to equity shares
The Company has one class of equity shares having a par value of INR 10 per share. Every holder of equity shares presentat a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividendproposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, exceptin case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets ofthe Company after distribution of all preferential amounts, in proportion to their shareholding.
During the year, the Company has issued 4,869,565 equity shares of INR 10 each in Qualified Institutions Placement ('QIP')at an issue price of INR 4,600 per share (including securities premium of INR 4,590 per share) aggregating to INR 22,400Mn. INR 49 Mn has been adjusted towards Equity Share capital and INR 22,351 Mn has been adjusted towards securitiespremium (comprises 4,869,565 Equity Shares issued at INR 4,590 per Equity Share) included in 'Securities Premium'. TheHolding Company had incurred expenses amounting to INR 386 Mn. towards issuance of equity shares which have been debitedto securities premium. The purpose of the offer was acquisition of equity shares in Cigniti Technologies Limited ("Cigniti"),including all associated costs. As at March 31, 2025, the Company has fully utilised the above amount (refer note 5(iv)).
The Board of Directors of the Company, at its meeting held on March 04, 2025, approved a proposal for sub-division / splitof every 1 (One) Equity Share of INR 10 (INR Ten only) each into 5 (Five) Equity Shares of INR 2 (INR Two Only) each andthe consequent amendment to the Memorandum of Association of the Company subject to the approval of Members ofthe Company. Further, the Members of the Company has approved the same through postal ballot on April 17, 2025.Further, the Board of Directors at its meeting held on May 05, 2025, approved the Record Date for Split/Sub-division of EquityShares as June 04, 2025.
Shares reserved for issue under options
Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during thefinancial year and options outstanding at the end of the reporting period, is set out in note 31.
The Company uses hedging instruments as part of its management of foreign currency risk associated with its highlyprobable forecasted transactions, i.e., revenue, as described within Note 23. For hedging foreign currency risk, the companyuses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges areeffective; the change in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amountrecognized in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss,under Revenue from operations.
In accordance with section 69 of the Indian Companies Act, 2013, the Company creates capital redemption reserve equal tothe nominal value of the shares bought back as an appropriation from general reserve /retained earnings.
Capital Reserve is not freely available for distribution.
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with theprovisions of the Companies Act 2013.
The share options outstanding is used to recognize the grant date fair value of options issued to employees under CoforgeEmployee Stock Option Plan 2005.
The General Reserve is as per the requirements of Companies Act, 2013 in respect of companies incorporated in India.
Retained earnings represent the amount of accumulated earnings of the Company.
a) Term loans from bank - are secured by way of hypothication of the vehicles financed. The loan amounts along withinterest are repayable over the period of 39 to 60 months (equal monthly instalments) from the date of sanction ofloan. The interest rate on above loans are within the range of 8.60% to 9.05%. per annum.
(b) The carrying amount of assets pledged as security for current and non-current borrowings are disclosed in note 3.
(c) During the year, the Company repaid unsecured listed, rated, redeemable, non-convertible bonds amounting to INR 3,400Mn as per terms of the Bond trust deed.
(d) Loan repayable on demand from bank includes working capital in the form of working capital demand loan payable ondemand. Interest on Working Capital lines is in the range of 5.29 % to 7.88%. Security: charge by way of hypothecationon the Company's trade receivables and such other movables including bills whether documentary or clean, outstandingmonies, receivable both present and future, in a form and manner satisfactory to the bank.
The Company monitors the funding levels on an annual basis and the current agreed contribution rate is 12% of the basicsalaries in India.
The Company makes contribution towards Superannuation Fund, Pension Fund, Employee State Insurance Fund and OverseasPlans (related to the branches in the United States of America, Ireland, Belgium and Switzerland), being defined contributionplans for eligible employees. The Company has charged the following amount in the Statement of Profit and Loss:
Note : The Company deals in number of software and hardware items whose selling price vary from item to item. In view ofvoluminous data information relating to major items of sales have not been disclosed in the Standalone Financial Statements.
Note: For the long term contract with customer having significant variable consideration, the Company recognisesrevenue basis its best estimate of margin over cost and estimated variable consideration using expected value method.At the end of each reporting period, the Company shall update the estimated transaction price including updating itsassessment of whether an estimate of variable consideration is constrained.
Payment terms
Majority of the Company's revenue involve payment terms less than one year from the date of satisfaction of performanceobligation. However, in case of contracts for grant of right of use for license and long term contracts, payments are due overlicense/contract period. In these cases, the Company has identified that the contract contains significant financing component.
d. Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to berecognized as at the end of the reporting period and an explanation as to when the Company expects to recognize theseamounts in revenue. Applying the practical expedient as given in IndAS115, the Company has not disclosed the remainingperformance obligation related disclosures for contracts where the revenue recognized corresponds directly with thevalue to the customer of the entity's performance completed to date, typically those contracts where invoicing is ontime and material basis, fixed monthly / fixed capacity basis and transaction basis. Remaining performance obligationestimates are subject to change and are affected by several factors, including terminations, changes in the scope ofcontracts, 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, 2025, otherthan those meeting the exclusion criteria mentioned above, is INR 118,106 Mn (Previous Year INR 1,728 Mn). Out of this,the Company expects to recognize revenue of INR 11,365 Mn (Previous Year INR 1,670 Mn) within the next one year.This includes contracts that can be terminated for convenience without a substantive penalty since, based on currentassessment, the occurrance of the same is expected to be remote.
The carrying amounts of current portion of trade receivables, trade payables, capital creditors, security deposits, unpaiddividend account, deposits with bank, cash and cash equivalents, short term borrowings, trade and other payables, capitalcreditors, unclaimed dividend are considered to be the same as their fair values, due to their short term nature.
Investments in equity instruments (quoted & 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.
This section explains the judgments and estimates made in determining the fair values of the financial instrumentsthat 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 itsfinancial instruments into the three levels prescribed under the accounting standard.
All other assets and liabilities are measured at amortised cost
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equityinstruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (includingbonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutualfunds 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 exchangeforward contracts) is determined using valuation techniques which maximize the use of observable market data andrely as little as possible on Company-specific estimates. If all significant inputs required to fair value an instrument areobservable, 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 level3. 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 reportingperiod. There has been no transfer during the period.
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 marketsor 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.
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 maximum12-month period for hedges of forecasted sales.
*The resultant impact on the cash flow hedge reserve for the year ended March 31, 2025 and March 31, 2024; on account of changesin the fair value has been reconciled in Note No. 11(vii).
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospectiveeffectiveness assessments to ensure that an economic relationship exists between the hedged item and hedginginstrument, 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 remainsunchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced byadjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio alignswith the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profitor loss at the time of the hedge relationship rebalancing.
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables.All the finances are made out of internal accruals. The Company's principal financial assets include loans, trade and otherreceivables, and cash and short-term deposits that derive directly from its operations. The Company also enters intoderivative transactions.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees themanagement of these risks. The Company's senior management is supported by a financial risk committee that advises onfinancial risks and the appropriate financial risk governance framework for the Company. The financial risk committee providesassurance to the Company's senior management that the Company's financial risk activities are governed by appropriatepolicies and procedures and that financial risks are identified, measured and managed in accordance with the Company'spolicies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams thathave the appropriate skills, experience and supervision. It is the Company's policy that no trading in derivatives for speculativepurposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which aresummarised below:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equityprice risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, fair valuethrough profit and loss and derivative financial instruments.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchanges in market interest rates.
The Company has paid non-convertible bonds during the current year and accordingly there is no significant concentrationof interest rate risk (Refer note 18).
The Company is exposed to interest rate risk on short-term and long-term floating rate debt. The borrowings of theCompany are principally denominated in Indian Rupees and US dollars in floating rates of interest.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leadingto a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and fromits financing activities, including deposits with banks and financial institutions, foreign exchange transactions and otherfinancial instruments.
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 ofcustomers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageingof accounts receivables. The Company has used the expected credit loss model to assess the impairment loss or gain on tradereceivables and unbilled revenue, and has provided it wherever appropriate.
For the Company's capital management, capital includes issued equity share capital, securities premium and all other equityreserves attributable to the shareholders. The primary objectives of the Company's capital management are to maximise theshareholder value and safeguard their ability to continue as a going concern. The Company has repaid Non Convertible Bonds(NCB) during the current year. The Company has complied with the financial covenants attached with above stated borrowingsthroughout the reporting period. The funding requirements are generally met through operating cash flows generated. Nochanges were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025 andMarch 31, 2024.
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordancewith the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limitsassigned to each counterparty. Counterparty credit limits are reviewed by the Company's Board of Directors on an annualbasis, and may be updated throughout the year subject to approval of the Company's Finance Committee. The limits areset to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure tomake payments.
Corporate charges incurred at group level are allocated to subsidiaries on appropriate basis. The Company agrees cost plusmarkup price and payment terms with the related parties.
The Company has given corporate guarantee against loan taken by wholly owned subsidiary ("WOS"), in the year2024-25 to finance its working capital. The loan has been utilized by subsidiary for the purpose it was obtained.The Company is entitled to recover losses from subsidiary if it needs to make any payment to bank under theguarantee arrangement. The Company receive the commission from subsidiary for providing the guarantee.The Company has given performance guarantee against contract with customer entered into by WOS. The Company haveright to recover losses from WOS.
Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that appliedto other shareholders.
The Company has entered into contract with related party for rendering and receiving of services related to the InformationTechnology / Information Technology Enabled Services ("IT / ITES") at arm's length price and in the ordinary course of business.The Service Agreement requires the related party to make payment as per agreed terms of payment into the contract.Outstanding balances of trade receivables or trade payables to holding Company, subsidiary and fellow subsidiary areunsecured, interest free and require settlement in cash. The amounts are recoverable and payable within credit period fromthe invoice date. For the year ended March 31, 2025, the Company has not recorded any impairment on receivables due fromrelated parties (March 31, 2024: Nil).
The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. TheCompany'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 notpracticable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolutionof the respective proceedings.
ii) The Company does not expect any reimbursements in respect of the above contingent liabilities.
iii) Litigation with customers
A complaint has recently been filed by named plaintiffs on behalf of a putative class of similarly situated persons againstthe Subsidiary and the Company. The allegations in the complaint relate to a security incident experienced by the Client.The Company provided the Client with outsourced staffing for an employee help desk ("Service Desk"). The complaintalleges that, in the incident, a threat actor misled Service Desk agents into resetting passwords of employee accountsthat were then used by the threat actors to access and exfiltrate a copy of the Client's customer loyalty database("Database"). The complaint mischaracterizes the terms of the Company's engagement by the Client, the Company'srole with respect to the Database, and the responsibilities undertaken by the Service Desk agents. The Company did notprovide core cybersecurity threat, protection, detection, or remediation services for the Client, did not have access toor responsibility for the Database, and had no role in managing or administering it.
The Company is evaluating insurance coverage under its existing insurance policies and is in discussions with its legalcounsel to take appropriate steps in relation to such a complaint. The amount of liability / quantum of claims, pursuantto such a complaint, cannot be ascertained at this stage.
The Company continues to provide services to the Client on a regular basis with no meaningful impact on the revenuesreceived from such Client, which do not represent a material portion of the Company's overall revenue.
iv) Income tax
Claims against the Company not acknowledged as debts as on March 31, 2025 include demand from the Indian Incometax authorities on certain matters relating to Transfer pricing and availment of tax holiday and transfer pricing.
The Company is contesting these demands and the management including its tax advisors believe that its position willmore likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedingswill not have a material adverse effect on the Company's financial position and results of operations.
The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employmentbenefits 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 yetbeen issued. The Company will assess the impact of the Code when it comes into effect and will record any related impactin the period the Code becomes effective.
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient tomeet 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 INR 45 Mn for the year ended March 31,2025. (Previous year INR 66 Mn)
The Company had total cash outflows for principal portion of leases of INR 274 Mn in current year (Previous year INR 110 Mn).
The aggregate depreciation on ROU assets has been included under depreciation and amortisation expense in the standalonestatement of Profit and Loss.
The establishment of the Coforge Employee Stock Option Plan 2005 (ESOP 2005) was approved by the shareholders in theannual general meeting held on May 18, 2005. The ESOP 2005 is designed to offer and grant share-based payments for thebenefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI)Guidelines (excluding promoters). The ESOP 2005 allowed grant of options of the Company in aggregate up to 3,850,000 inone or more tranches.
This limit was increased by 1,690,175 pursuant to bonus issue in the year 2007 and further by 900,000 & 1,852,574 additionaloptions pursuant to amendment in the ESOP Plan duly approved by the shareholders on March 27, 2020 and March 29,2024, respectively.
The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with theunderstanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of aparent as well as the parent's separate financial statements, segment information is required only in the consolidated financialstatements, accordingly no segment information is disclosed in these Standalone Financial Statements of the Company.
36 The Company has been using accounting software for maintaining its books of account which has a feature of recording audittrail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software,except that audit trail feature cannot be enabled at the database level insofar as it relates to accounting software. Further,no instance of audit trail feature being tampered with was noted in respect of accounting software. Additionally, the audittrail has been preserved as per the statutory requirements for record retention.
37 Mr. Hari Gopalkrishnan & Mr. Patrick John Cordes has resigned as the Non-Executive Director w.e.f. May 02, 2024, and Mr. BasabPradhan has completed his 2nd term as Independent Director on June 28, 2024.
Mr. Om Prakash Bhatt has been appointed as Additional Director and Independent Director on the Board of the Company w.e.f.May 01, 2024, and as Chairperson of the Board w.e.f. June 29, 2024 and approved by the Shareholders of the Company on July07, 2024
Mr. Gautam Samanta has been appointed as Additional Director and Executive Director on the board of the Company w.e.f.May 02, 2024 and approved by the Shareholders of the Company on July 07, 2024
Mr. Sudhir Singh has been re-appointed as the Executive Director for a term of 5 (five) years with effect from January 29,2025 up to January 28, 2030
There were no significant reportable subsequent event that occurred after the balance sheet date but before standalonefinancial statament were issued.
As per our report of even date For and on behalf of Board of Directors of Coforge Limited
For S.R. Batliboi & Associates LLP Sudhir Singh Gautam Samanta
Chartered Accountants CEO & Executive Director Executive Director
Firm Registration No. 101049W/E300004 DIN : 07080613 DIN : 09157177
Place : Gurugram Place : Gurugram
Date : 5 May 2025 Date : 5 May 2025
per Vineet Kedia Saurabh Goel Barkha Sharma
Partner Chief Financial Officer Company Secretary
Membership No. 212230 Place : Gurugram Place : Gurugram
Place : Gurugram Date : 5 May 2025 Date : 5 May 2025
Date : 5 May 2025