We have audited the Standalone Financial Statements ofCoforge Limited ("the Company"), which comprise the Balancesheet as at March 31, 2025, the Statement of Profit and Loss,including the statement of Other Comprehensive Income, theCash Flow Statement and the Statement of Changes in Equityfor the year then ended, and notes to the Standalone FinancialStatements, including a summary of material accountingpolicies and other explanatory information.
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid StandaloneFinancial Statements give the information required by theCompanies Act, 2013, as amended ("the Act") in the manner sorequired and give a true and fair view in conformity with theaccounting principles generally accepted in India, of the state ofaffairs of the Company as at March 31, 2025, its profit includingother comprehensive income, its cash flows and the changes inequity for the year ended on that date.
We conducted our audit of the Standalone Financial Statementsin accordance with the Standards on Auditing (SAs), as specifiedunder section 143(10) of the Act. Our responsibilities underthose Standards are further described in the 'Auditor'sResponsibilities for the Audit of the Standalone FinancialStatements' section of our report. We are independent ofthe Company in accordance with the 'Code of Ethics' issuedby the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit ofthe financial statements under the provisions of the Act andthe Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements andthe Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for ouraudit opinion on the Standalone Financial Statements.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of theStandalone Financial Statements for the financial year endedMarch 31, 2025. These matters were addressed in the contextof our audit of the Standalone Financial Statements as a whole,and in forming our opinion thereon, and we do not provide aseparate opinion on these matters. For each matter below, ourdescription of how our audit addressed the matter is providedin that context.
We have determined the matters described below to be thekey audit matters to be communicated in our report. Wehave fulfilled the responsibilities described in the Auditor'sresponsibilities for the audit of the Standalone FinancialStatements section of our report, including in relation to thesematters. Accordingly, our audit included the performance ofprocedures designed to respond to our assessment of therisks of material misstatement of the Standalone FinancialStatements. The results of our audit procedures, including theprocedures performed to address the matters below, providethe basis for our audit opinion on the accompanying StandaloneFinancial Statements.
Key audit matters
How our audit addressed the key audit matter
Investment: "Impairment assessment of non-current investments in subsidiaries carried at cost"
As at March 31, 2025, the Company has non current investmentsin subsidiaries carried at cost of INR 42,644 Mn. The investmentsin subsidiaries are tested for impairment using discounted cash¬flow models of recoverable value compared to the carryingvalue of the assets. A deficit between the recoverable value andcarrying value would result in impairment.
The inputs to the impairment testing model includes:
• Projected revenue growth, operating margins, operatingcash-flows and capex during the periods relating to explicitforecasts.
• Stable long-term growth rates beyond explicit forecastperiod and in perpetuity, and
• Discount rates that represent the current marketassessment of the risks specific to the cash generating unit,taking into consideration the time value of money.
Our audit procedures included the following:
• We tested the design and operative effectiveness ofmanagement's key internal controls over impairmentassessments.
• Gained an understanding of and evaluated the methodologyused by management to prepare its cash flow forecasts andthe appropriateness of the assumptions applied. In making thisassessment, we also evaluated the competence, professionalqualification, objectivity and independence of Company'sspecialists and Company's personnel involved in the process.
• With the assistance of our specialists, we assessed theassumptions on the key drivers of the cash flow forecastsincluding discount rates, expected growth rates and terminalgrowth rates used; in consideration of the current andestimated future economic conditions.
The impairment testing is considered a key audit matter because
• We assessed the historical accuracy of management's forecast
the assumptions on which the tests are based are highly
by comparing actual financial performance to management's
judgmental and are affected by future market and economic
previous forecasts.
conditions which are inherently uncertain, and because of
• We assessed the recoverable value headroom by performing
the materiality of the balances to the Standalone Financial
sensitivity testing of key assumptions used.
Statements.
• We assessed the adequacy of the related disclosures in note
Refer Note 5(i) of the Standalone Financial Statements
to the Standalone Financial Statements.
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the annual report,but does not include the Standalone Financial Statements andour auditor's report thereon. The annual report is expected tobe made available to us after the date of this auditor's report.
Our opinion on the Standalone Financial Statements does notcover the other information and we will not express any formof assurance conclusion thereon.
In connection with our audit of the Standalone FinancialStatements, our responsibility is to read the other informationidentified above when it becomes available and, in doingso, consider whether such other information is materiallyinconsistent with the Standalone Financial Statements or ourknowledge obtained in the audit or otherwise appears to bematerially misstated.
When we read the annual report, if we conclude that thereis a material misstatement therein, we are required tocommunicate the matter to those charged with governanceand take necessary actions applicable in the applicable lawsand regulations.
The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect tothe preparation of these Standalone Financial Statementsthat give a true and fair view of the financial position, financialperformance including other comprehensive income, cash flowsand changes in equity of the Company in accordance with theaccounting principles generally accepted in India, including theIndian Accounting Standards (Ind AS) specified under section133 of the Act read with the Companies (Indian AccountingStandards) Rules, 2015, as amended. This responsibility alsoincludes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding ofthe assets of the Company and for preventing and detectingfrauds and other irregularities; selection and applicationof appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and the design,implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevantto the preparation and presentation of the Standalone Financial
Statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, managementis responsible for assessing the Company's ability to continueas a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accountingunless management either intends to liquidate the Company orto cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the Standalone Financial Statements as a whole arefree from material misstatement, whether due to fraud orerror, and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance, but is nota guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonablybe expected to influence the economic decisions of users takenon the basis of these Standalone Financial Statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement ofthe Standalone Financial Statements, whether due to fraudor error, design and perform audit procedures responsive tothose risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations,or the override of internal control.
• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriatein the circumstances. Under section 143(3)(i) of the Act, weare also responsible for expressing our opinion on whetherthe Company has adequate internal financial controls withreference to financial statements in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates and relateddisclosures made by management.
• Conclude on the appropriateness of management's use ofthe going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty existsrelated to events or conditions that may cast significantdoubt on the Company's ability to continue as a goingconcern. If we conclude that a material uncertainty exists,we are required to draw attention in our auditor's reportto the related disclosures in the financial statements or, ifsuch disclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtained up tothe date of our auditor's report. However, future events orconditions may cause the Company to cease to continue asa going concern.
• Evaluate the overall presentation, structure and contentof the Standalone Financial Statements, including thedisclosures, and whether the Standalone FinancialStatements represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, and whereapplicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the Standalone Financial Statementsfor the financial year ended March 31, 2025 and are therefore thekey audit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances,we determine that a matter should not be communicated inour report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interestbenefits of such communication.
1. As required by the Companies (Auditor's Report) Order,2020 ("the Order"), issued by the Central Government ofIndia in terms of sub-section (11) of section 143 of the Act,we give in the “Annexure 1" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report, to theextent applicable, that:
(a) We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by lawhave been kept by the Company so far as it appears fromour examination of those books except for the mattersstated in paragraph 2(i)(vi) below on reporting under Rule11(g) of the Companies (Audit and Auditors) Rules, 2014(as amended);
(c) The Balance Sheet, the Statement of Profit and Lossincluding the Statement of Other Comprehensive Income,the Cash Flow Statement and Statement of Changes inEquity dealt with by this Report are in agreement withthe books of account;
(d) In our opinion, the aforesaid Standalone FinancialStatements comply with the Accounting Standardsspecified under Section 133 of the Act, read withCompanies (Indian Accounting Standards) Rules, 2015,as amended;
(e) On the basis of the written representations received fromthe directors as on March 31, 2025 taken on record by theBoard of Directors, none of the directors is disqualified ason March 31, 2025 from being appointed as a director interms of Section 164 (2) of the Act;
(f) The modification relating to the maintenance of accountsand other matters connected therewith are as stated inparagraph (b) above.
(g) With respect to the adequacy of the internal financialcontrols with reference to these Standalone FinancialStatements and the operating effectiveness of suchcontrols, refer to our separate Report in “Annexure 2" tothis report;
(h) In our opinion, the managerial remuneration for the yearended March 31, 2025 has been provided by the Companyto its directors in accordance with the provisions of section197 read with Schedule V to the Act;
(i) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, as amendedin our opinion and to the best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impact of pendinglitigations on its financial position in its StandaloneFinancial Statements - Refer Note 28(a) to theStandalone Financial Statements;
ii. The Company has made provision, as required underthe applicable law or accounting standards, formaterial foreseeable losses, if any, on long-termcontracts including derivative contracts - Refer Note12(iv) to the Standalone Financial Statements;
iii. There has been no delay in transferring amounts,required to be transferred, to the Investor Educationand Protection Fund by the Company
iv. The management has represented that, to thebest of its knowledge and belief, no funds havebeen advanced or loaned or invested (either fromborrowed funds or share premium or any othersources or kind of funds) by the Company to or inany other person(s) or entity(ies), including foreignentities ("Intermediaries"), with the understanding,whether recorded in writing or otherwise, that theIntermediary shall, whether, directly or indirectlylend or invest in other persons or entities identifiedin any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries;
b) The management has represented that,to the best of its knowledge and belief, nofunds have been received by the Companyfrom any person(s) or entity(ies), includingforeign entities ("Funding Parties"), with theunderstanding, whether recorded in writingor otherwise, that the Company shall, whether,directly or indirectly, lend or invest in otherpersons or entities identified in any mannerwhatsoever by or on behalf of the FundingParty ("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries; and
c) Based on such audit procedures performedthat have been considered reasonable andappropriate in the circumstances, nothinghas come to our notice that has causedus to believe that the representationsunder sub-clause (a) and (b) contain anymaterial misstatement.
v. The interim dividend declared and paid by theCompany during the year and until the date of thisaudit report is in accordance with section 123 ofthe Act.
vi. Based on our examination which included testchecks, the Company has used accounting softwarefor maintaining its books of account which has afeature of recording audit trail (edit log) facilityand the same has operated throughout the year forall relevant transactions recorded in the softwareexcept that, audit trail feature is not enabled fordirect changes to data when using certain accessrights, as described in note 36 to the financialstatements. Further, during the course of ouraudit we did not come across any instance of audittrail feature being tampered with in respect ofaccounting software. Additionally, the audit trailhas been preserved by the Company as per thestatutory requirements for record retention.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Vineet Kedia
Partner
Membership Number: 212230UDIN: 25212230BMKOSP5864
Place: GurugramDate: May 05, 2025