BRIEF DESCRIPTION OF THE COMPANY'S WORKING
DURING THE YEAR AND STATE OF THE COMPANY'S
AFFAIRS

Operating highlights

Fiscal Year 2025 has been a year of continued strong growth for
Coforge. The Company registered a consolidated US$ revenue of
US$ 1,445 million (INR 120,507 million) and has clocked a revenue
growth of 32.0% in CC terms, 31.5% in USD terms and 33.8% in
INR terms.

During the year Coforge signed fourteen large deals, five of
which were signed during the recent quarter i.e. Q4FY25. On
the back of fourteen large deals signed through the year, the
TCV of Company's order book has increased to a record high of
US$ 3.5 billion and is up 75% on a year-on-year basis. Coforge's
investment in sales and marketing, despite tough market
conditions, have resulted in an increasing velocity and median
size of the large contracts it has signed during the year.

Financial highlights

On a consolidated basis, revenues increased 33.8% to 120,507
million in FY2025 from INR 90,089 million in FY2024. The growth
was led by Travel vertical which saw 35.8% YoY growth. Banking
and Financial Services vertical grew by 22.9%, Insurance vertical
grew 15.6%, Govt. outside India vertical grew 29.9% and the
other emerging verticals including healthcare and retail grew
71.1% in US$ terms.

For the full year FY25, the Company's gross margin at 33.6%.
EBITDA (before ESOP costs) stood at INR 21,713 million
translating in to margin of 18.0% for the year.

The net profits (after minority interest) for the year stood at
INR 8,121 million.

During the financial year, the company added a net of 8,786
professionals to its headcount thus taking its total headcount
to 33,023, at the end of FY25.

The above operating and financial highlights pertain to
continuing operations.

The Management's Discussion & Analysis (MD&A) of the

Company's global business during the year under review as
well as business outlook, along with a discussion of internal
controls & risk management and mitigation practices, appears
separately in this Annual Report.

Consolidated Financial Statements

The consolidated financial statements are enclosed in addition
to the standalone financial statements pursuant to section
129(3) of the Companies Act, 2013 read with all relevant
Rules and amendments thereto & SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 as amended,
prepared in accordance with the Accounting Standards
prescribed by ICAI in this regard. The consolidated Financial
Statements together with Auditors Report thereon form the
part of the Annual Report.

Return of surplus funds to Shareholders (Dividend)

During the FY25, we continuously followed the practice of
returning of surplus cash available with the Company to the
shareholders and based on the Company's performance, the
Directors have declared four interim dividends, of INR 76 per
equity share involving a cash outflow of INR 4,979.6 Mn.

Transfer to Reserves

During the year, the Company has not transferred any amount
to the General Reserves.

KEY EVENTS DURING THE YEAR
Redemption of Bonds

Pursuant to Regulation 57(1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
on June 28, 2024 has made the payment of full redemption
amount towards redemption of listed, rated, redeemable,
nonconvertible bonds of a face value of INR 10,00,000 (Indian
Rupees Ten Lakhs only) each and aggregating up to INR
340,00,00,000 (Indian Rupees Three Hundred and Forty Crores
only) issued by the Company ("Bonds") along with the applicable
interest amount of INR 777.24 Lakhs (including withholding tax
of INR 116.58 Lakhs) to Bonds holder.

Reclassification of Promoters

Hulst B.V. ("Hulst"), the erstwhile Promoters of the Company
has sold all the equity shares held by it in the Company on
August 24, 2023, and all its nominees i.e. Hari Gopalakrishnan,
Patrick John Cordes, Kirti Ram Hariharan and Kenneth Tech Kuen
Cheong have resigned from the board with effect from May
02, 2024 (in so far as Gopalakrishnan and Cordes is concerned)
and October 19, 2023 (in so far as Hariharan and Cheong is
concerned) respectively.

Accordingly, on receipt of reclassification request from Hulst,
it was placed before the Board of Directors of the Company at
their meeting held on July 22, 2024 and filed an application with
the Stock Exchanges on July 31, 2024 for the reclassification
of Hulst to public category pursuant to Regulation 31A of SEBI

I istina Regulations

The National Stock Exchange of India Limited and BSE Limited,
on January 08, 2025, has granted approval for reclassification
of the Hulst from "Promoter /Promoter Group Category" to
"Public Category". The Company is operating successfully as a
professionally managed company since then.

Shifting of Registered Office from Delhi to Haryana

The Board of Directors of your Company at their meeting held
on July 22, 2024 has decided to shift the Registered Office of
the Company from '8, Balaji Estate, Third Floor, Guru Ravi Das
Marg, Kalkaji, New Delhi - 110019, NCT of Delhi' to 'Plot No.
13, Udyog Vihar Phase - IV, Sector 18, Gurugram - 122015,
State of Haryana' to carry on the business of the Company
more efficiently and with better operational convenience and
shareholders of the Company at Annual General Meeting held
on August 23, 2024 accorded their approval for the same.
Further, the Regional Director (Northern Region), Ministry of
Corporate Affairs, has vide its order dated November 06, 2024,
has approved the aforesaid shifting of the Registered Office
and the Registrar of Companies, Delhi & Haryana has issued the
Certificate of Registration of Regional Director order for Change
of State dated February 12, 2025.

Qualified Institutional Placement

The Board of Directors of the Company, at their meeting held
on March 16, 2024, has approved raising of funds by way of
issuance of such number of equity shares having face value of
INR 10 each of the Company ("Equity Shares") and / or other
eligible securities or any combination thereof (hereinafter
referred to as "Securities"), for an aggregate amount not
exceeding INR 3,200 crores (Rupees Thirty Two Hundred Crores
only) or an equivalent amount thereof by way of qualified
institutional placement ("QIP") or other permissible modes in
accordance with the applicable laws, which was also approved
by the members of the Company at their Extra-ordinary
General Meeting held on April 12, 2024 subject to the receipt
of the necessary approvals including regulatory / statutory
approvals, as may be required.

Further, the Fund Raising Committee (the "Committee") at its
meeting held on May 28, 2024 approved the issue and allotment
of up to 48,69,565 Equity Shares to 143 qualified institutional
buyers at the issue price of ? 4,600 per Equity Share (including a
premium of INR 4,590 per Equity Share), aggregating to ? 22,400
million (Rupees Twenty Two-thousand Four-hundred Million
Only) (rounded off), pursuant to the Issue. The Issue opened on
May 21, 2024 and closed on May 27, 2024.

Acquisitions/merger during the year and after

closure of financial year

Acquisition of Cigniti Technologies Limited

The Company has entered into a share purchase agreement on
May 02, 2024, with the promoters and select public shareholders
of Cigniti Technologies Limited to acquire up to 54% of the share
capital of Cigniti Technologies Limited (collectively, the "Share
Purchase Agreements") subject to execution of definitive
agreements and completion of certain identified conditions
precedent. The Company triggered a mandatory open offer
dated May 02, 2024, in terms of the SEBI (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011, as amended.

In terms of the Share Purchase Agreements, the Company
has completed the acquisition of 7,639,492 equity shares
aggregating to 27.98% of paid up share capital of Cigniti on July
04, 2024 and July 05, 2024.

Further, the Open Offer, triggered upon entering into the Share
Purchase Agreements, has concluded on November 20, 2024
and 12,81,239 equity shares (aggregating to 4.69% of paid-up
share capital of Cigniti) have been credited to the Company's
demat account. The Company has also completed the final
tranche closing on December 20, 2024, through an off-market
transaction pursuant to which the Company has purchased
additional 59,54,626 equity shares amounting to 21.62% of the
expanded voting share capital of Cigniti.

Accordingly, the Company holds an aggregate of 1,48,75,357
equity shares amounting to 54% of the expanded voting share
capital and has the majority of voting powers in the Cigniti.

Scheme of Amalgamation of Cigniti Technologies
Limited with and into the Company and their
respective Shareholders and Creditors

The Board of Directors at their meeting held on December
27, 2024, approved the Scheme of Amalgamation of Cigniti
Technologies Limited ("Cigniti") with and into Coforge Limited
and their respective shareholders and creditors under Sections
230 to 232 and other applicable provisions of the Companies Act,
2013 read with rules made thereunder ("Scheme"). The Scheme
inter alia provides for the amalgamation of the Transferor
Company with and into the Company. Pursuant to the proposed
Scheme, as amended post split of shares of Coforge Limited,
One equity share of the Company of INR 2/- each fully paid up
shall be issued to the shareholders of Cigniti for every 1 equity
shares of INR 10/- each fully paid up held by them. The Scheme
is subject to the receipt of necessary statutory and regulatory
approvals, including approval of Stock Exchanges, Securities
and Exchange Board of India, the respective shareholders and
creditors of respective companies and jurisdictional bench of
the National Company Law Tribunal. On January 10, 2025, the
Company filed the Scheme of Amalgamation of Cigniti with and
into the Company with the stock exchanges/SEBI, for which the
approval is awaited.

The proposed Scheme aims to enhance operational integration
and streamline corporate structures. By pooling resources,
sharing best practices, and fostering cross-functional learning,
the amalgamation will promote systemic efficiency and
eliminate redundancies such as duplicate work streams and
administrative overheads. This will lead to reduced operational
costs, seamless access to assets, and enhanced cash flow
management, enabling sustained growth and development of
the respective businesses through Coforge.

Additionally, the amalgamation will facilitate market expansion,
cross-selling opportunities, and operational efficiencies
through consolidated processes and shared services. It will
also foster innovation through the pooling of technological
resources and talent, while enabling efficient management of
business operations of the combined entity i.e. Coforge. The
scheme ensures that the rights and interests of employees

and shareholders of both Coforge and Cigniti remain unaffected
and aligns with the objective of creating long-term value
for stakeholders.

On the view of the Board the Scheme is fair, reasonable and not
detrimental to the shareholders (promoters and non-promoter
shareholders), KMPs and staff and employees of the Company
and that there shall be no prejudice caused to them in any
manner by the Scheme.

Other Acquisitions

OptML Inc. (Asset Purchase Agreement):

Coforge DPA NA Inc., a wholly-owned step-down subsidiary of
the Company has entered into an asset purchase agreement
with OptML Inc. and its shareholders to acquire customer
contracts, key managerial personnel, employees and sub-
contractors/vendors of OptML Inc. (collectively, the "Asset
Purchase Agreement") subject to completion of conditions
precedent as per Asset Purchase Agreement.

Xceltrait Inc.

Coforge Inc., a wholly owned subsidiary of the Company, has
entered stock purchase agreement with Xceltrait Inc. and its
stockholders ("Stock Purchase Agreement") to acquire all of
the outstanding shares of capital stock of Xceltrait Inc. The
transaction contemplated under the Stock Purchase Agreement
completed on February 20, 2025, pursuant to which Coforge Inc.
has acquired all outstanding shares of Xceltrait Inc.

Rythmos Inc.

Coforge Inc., a wholly owned subsidiary of the Company, has
entered into a stock purchase agreement with Rythmos Inc.
and its stockholders ("Stock Purchase Agreement") to acquire
all of the outstanding shares of capital stock of Rythmos Inc.
("Rythmos Transaction"), subject to completion of closing
conditions and closing deliverables as per the Stock Purchase
Agreement. Further, Coforge Inc. has acquired 100% of the
outstanding shares of Rythmos Inc. from its stockholders
in accordance with the Stock Purchase Agreement on April
04, 2025.

TMLabs Pty Ltd

The Company, through its wholly-owned step-down subsidiary,
Coforge Technologies Australia Pty Ltd, has agreed to enter
into a share sale agreement with and its shareholders ("Share
Sale Agreement") to acquire all of the outstanding shares of
TMLabs Pty Ltd ("TMLabs Transaction"), subject to completion
of closing conditions and closing deliverables as per the Share
Sale Agreement. Further, Coforge Technologies Australia Pty
Ltd. has acquired 100% of the outstanding shares of TMLabs
Pty Ltd from its shareholders in accordance with the Share Sale
Agreement on April 16, 2025.

Sabre launches strategic collaboration with trusted
engineering partner Coforge to accelerate pace of
product innovation and delivery

The Company has entered into a new agreement and Sabre
Corporation, a leading global travel technology company, that
will strengthen the long-standing partnership to supercharge

Sabre's product roadmap. This multi-year agreement positions
Coforge as a key partner in furthering Sabre's ability to
accelerate product delivery and launch additional innovative
AI-enabled solutions, further underscoring the company's
commitment to speed and scale.

Sabre's future-forward technology and disruptive approach to
the market, coupled with Coforge's scale and expertise, seeks
to become a driving force in modernizing the travel industry as
a whole - leading a new standard for the pace of change. This
13-year partnership contract is valued at approximately USD
1.56 billion.

This multi-year agreement positions Coforge as a key partner
in furthering Sabre's ability to accelerate product delivery
and launch additional innovative AI-enabled solutions, further
underscoring the company's commitment to speed and scale.
Sabre's future-forward technology and disruptive approach to
the market, coupled with Coforge's scale and expertise, seeks
to become a driving force in modernizing the travel industry as
a whole - leading a new standard for the pace of change. The
scale and the complexity of the mandate reflects the deep trust
and capability that both organizations bring to this partnership.
It underlines, once again our strong commitment to engineering
excellence and driving emerging innovation and transformation
for our clients.

OTHER MATERIAL CHANGES OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT

There have been following material changes and commitments
subsequent to the close of the Financial Year to which Financial
Statements relate and the date of the Report.

• Split of Shares

With a view to enhance the liquidity of the Company's
equity shares and to encourage the participation of
small investors by making it more affordable to invest in
the equity shares of the Company, leading to enhanced
shareholder base, the Board of Directors at their meeting
held on March 04, 2025, have approved the alteration in
the equity share capital of the Company by sub-division /
split of existing equity shares of the Company, such that
each fully paid-up equity share having face value of INR
10/- (Rupees Ten Only) each be sub-divided into 5 (five)
fully paid-up equity shares having face value of INR 2/-
(Rupees Two Only) each ranking pari-passu with each other
in all respects and consequential alteration of the Capital
Clause of the Memorandum of Association of the Company,
subject to approval of Members of the Company.

The Members of the Company have approved the same
by passing the resolution through postal ballot on April
17, 2025.

Further, the Board of Directors at their meeting held on
May 05, 2025, fixed the Record Date for the sub-division/
split as June 04, 2025. A new ISIN INE591G01025 was

allotted to the Company post the requisite approvals of
the Stock Exchanges i.e. BSE and NSE and the depositories

i.e. NSDL and CDSL. The effect of change in face value of
the share was reflected on the share price at the Stock
Exchanges where your Company is listed (BSE and NSE)
effective from June 04, 2025. The necessary effect to
adjust the number of Equity Shares in the Demat Accounts
of the Members was also completed on June 05, 2025.
Retail shareholders have welcomed this move, as it lets
them share in the Company's value creation. The capital
structure of your Company pre and post sub-division as
set out below as on June 4, 2025:

• Sale of Step-down Subsidiary

Coforge U.K. Limited, a wholly owned subsidiary of the
Company has entered into a Share Purchase Agreement
('SPA') with Sapiens UK Limited for sale and transfer of
entirety of shareholding held by it in Coforge AdvantageGo
Limited ("Share Purchase Agreement"), subject to
satisfaction or waiver of conditions to Completion
and Completion obligations as per the Share Purchase
Agreement. Further, the transaction contemplated under
the SPA completed on May 30, 2025.

• Status update on merger of subsidiaries in India

The company has received the revised Certified True Copy
of the Order of Merger issued by the Regional Director
of the South East Region on June 03,2025 dated May
28,2025 , approving the merger of Coforge Services
Limited (CSL), Coforge Smartserve Limited (CSSL), and
Coforge SF Private Limited (SF)-step-down wholly
owned subsidiaries of the Company (collectively referred
to as "Transferor Entities")-into Coforge DPA Private
Limited, a wholly owned subsidiary of the Company
(referred to as "Transferee Entity"). The necessary filings
with the Registrar of Company under the provisions of
the Companies Act, 2013, were made on June 30, 2025, to
make the Scheme effective.

COMPANIES ACT DISCLOSURES & CORPORATE

GOVERNANCE

Annual Return

As required, pursuant to section 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014 every company shall place the
copy of annual return on the website of the Company, if any
and shall provide the web-link of the same in this report. Since
the Company has a website the Annual return is uploaded on
the website of the Company and the web link for the same is
https://www.coforgR.com/invRstors/statutory-disclosures

Directors

With the reclassification of promoter and completion of tenure
of Independent Directors on the Board, the Company has
identified and appointed new Directors on the Board. The list
of all the directors with changes is provided below:

* Considering the completion of tenure of Basab Pradhan as Independent
Director and Chairperson of the Board effective June 28, 2024, the
Board appointed O P Bhatt as Independent Director effective May 01,
2024, which was further approved by the shareholders through postal
ballot on July 07, 2024, and as Chairperson of the Board effective June
29, 2024.

Directors retiring by rotation

Gautam Samanta, Director, retire by rotation and being eligible,
offers himself for re-appointment at the 33^rd Annual General
Meeting of the Company scheduled to be held on September
26, 2025.

Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act,
2013 & SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, as amended (SEBI Listing Regulations), There
are four Independent Directors on the Board of the Company O P
Bhatt, Anil Chanana, Beth Boucher & DK Singh. The composition
of the Board is in accordance with the terms of the SEBI Listing
Regulations & Companies Act, 2013 as amended from time to
time. Basab Pradhan (DIN: 00892181) has completed his term
as an Independent Director & Chairperson of the Company

on June 28, 2024. The Board of Directors have approved the
appointment of O P Bhatt as Additional Director (Non-Executive
Independent Director) w.e.f. May 01, 2024, and Shareholders via
postal ballot approved the said appointment on July 07, 2024,
on mutually agreed terms and conditions.

All Independent Directors have given declarations that they
meet all the requirements specified under Section 149(6) of
the Companies Act, 2013 and SEBI Listing Regulations. The
eligible Independent directors had qualified the proficiency
test, as prescribed by the IICA. In the opinion of the Board, the
Independent Directors possess the requisite expertise and
experience and are persons of high integrity and repute. They
fulfil the conditions specified in the Act as well as the Rules
made thereunder and are independent of the management.

During the year, Independent Directors of the Company had
no pecuniary relationship or transactions with the Company,
other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending
meetings of the Company. Details of the Familiarization
program for Independent Directors of the Company are
available on the website of the Company. Further, at the time
of appointment of an Independent Director, the Company
issues a formal letter of appointment outlining his/her role,
functions, duties and responsibilities. The terms and conditions
of the appointment of Non-Executive Directors are placed on
the website of the Company at https://www.coforge.com/The
detailed information about the familiarization programme is
provided in Corporate Governance Report forming part of the
Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies
Act, 2013, the Company has the following Directors/employees
as Whole-time Key Managerial Personnel as on March 31, 2025:

a) Sudhir Singh - Chief Executive Officer & Executive Director

b) Gautam Samanta - President & Executive Director

c) Saurabh Goel - Chief Financial Officer

d) Barkha Sharma - Company Secretary & Compliance Officer

Changes in the status of KMPs during the year:

Gautam Samanta has been appointed as the Executive Director
of the Company with effect from May 02, 2024. There was no
other change in the status of the KMPs during the FY2024-25.

Number of meetings of the Board

The Board of Directors of the Company met 6 (Six) times in the
FY2024-25. The details pertaining to the Board Meetings and
attendance are provided in the Corporate Governance Report.
The intervening gap between two Board Meetings was within the
period prescribed under Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 as
amended. The details of the attendance and other relevant
details are provided in the Corporate Governance Report.

Directors' Responsibility Statement

As required under Section 134(3)(c) read with 134(5) of the
Companies Act, 2013, the Board of Directors of the Company
hereby states and confirms that:-

a) In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with
proper explanation relating to material departures;

b) The Company has selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
at the end of the Financial Year and of the Profit & Loss of
the Company for that period;

c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud
and other irregularities;

d) The Annual Accounts are prepared on a going concern basis;

e) Suitable internal financial controls have been implemented
by the Company and such internal financial controls are
adequate and are operating effectively.

f) Proper systems have been devised to ensure compliance
with the provisions of all applicable laws and such systems
are adequate and are operating effectively.

g) Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory
and secretarial auditors and external consultants,
including the audit of internal financial controls over
financial reporting by the statutory auditors and the
reviews performed by management and the relevant
board committees, including the audit committee, the
Company's internal financial controls were adequate and
effective during FY2025.

Committees of the Board

The Board of Directors has the following Committees. The
report contains the details of composition of Committees as
on July 23, 2025.

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Audit Committee

The Audit Committee of the Company is constituted as per
Section 177 of the Companies Act, 2013 & Regulation 18 of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 as amended, and it consists of all Independent Directors.
The details of the attendance in the meetings and other details

are provided in the Corporate Governance Report. The Audit
Committee of the Board comprises of the following members:

1. Anil Chanana- Chairperson

2. O P Bhatt

3. Beth Boucher

4. DK Singh

Basab Pradhan completed his second term as an Independent
Director and ceased to be the member of the Audit Committee
w.e.f. June 28, 2024, and further, Anil Chanana has been
appointed as the Chairperson of the Committee w.e.f. April 01,
2024, and O P Bhatt, DK Singh appointed as members of the
Committee w.e.f. June 11, 2024. Barkha Sharma is the Secretary
to the Committee. The Board accepted all the recommendations
of the Audit Committee made during the year. Details pertaining
to the number of meetings of the Committee held during the
year and terms of reference, functioning and scope are given
in the Corporate Governance Report in detail in terms of the
requirements under SEBI Listing Regulation, 2015 as amended.
The Company also conducts pre-meetings of Audit Committee
Chairperson with management officials including CFO/ Internal
Auditors/Statutory Auditors respectively before the quarterly
meetings for his review and comments to incorporate the same.

Nomination and Remuneration Committee

The Company has a duly constituted Nomination & Remuneration
Committee under the provisions of Section 178 of the Companies
Act, 2013 & SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 as amended. The Nomination & Remuneration
Committee with the following as members:

1. DK Singh - Chairperson of the Committee

2. O P Bhatt

3. Beth Boucher

Hari Gopalakrishnan ceased to be member of the Committee
pursuant to resignation as Non-Executive Director of the
Company w.e.f. May 02, 2024 (close of business hours). Basab
Pradhan completed his second term as an Independent Director
and ceased to be the member of the Committee w.e.f. June 28,
2024. Further, DK Singh and O P Bhatt have been appointed as the
Chairperson and member, respectively, of the Committee w.e.f.
June 11, 2024. The details of the attendance in the meetings,
terms of reference and other relevant details are disclosed
under the Corporate Governance Report of the Company. During
the year, the Nomination and Remuneration Committee also
passed the circular resolutions on April 20, 2024, April 24, 2024,
September 28, 2024, and February 21, 2025.

Stakeholders' Relationship Committee

In terms of provisions of section 178 of the Companies Act,
2013 & Regulation 20 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Company has duly
constituted Stakeholders' Relationship Committee. The
Committee is headed by a Non-Executive Independent Director
O P Bhatt and Barkha Sharma, Company Secretary is Secretary
for Stakeholders' Relationship Committee meeting. The scope
of Stakeholders' Relationship Committee is as per SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015. The
Committee has delegated work related to share transfer, issue

of duplicate shares, dematerialisation/ rematerialisation of
shares to the Share Transfer Committee which reports to the
Committee. Details pertaining to the number of meetings of
the Committee held during the year and terms of reference,
functioning and scope are given in the Corporate Governance
Report in detail in terms of the requirements under SEBI
Listing Regulations, 2015 as amended. The constitution of the
Stakeholders' Relationship Committee is as follows:

1. O P Bhatt - Chairperson of the Committee

2. Sudhir Singh

3. DK Singh

Note: Basab Pradhan completed his second term as an Independent
Director on June 28, 2024, and ceased to be the chairperson of the
Committee w.e.f. June 11, 2024, and as member of the Committee w.e.f.
June 28, 2024. O P Bhatt appointed as chairperson of the Committee
w.e.f. June 11, 2024. DK Singh has been appointed as the member of the
Committee w.e.f. June 11, 2024. Further, Patrick John Cordes ceased to
be member of the committee pursuant to resignation as Non-Executive
Director of the Company w.e.f. May 02, 2024 (close of business hours)
and Beth Boucher ceased to be member of the Committee w.e.f. June
10, 2024 (close of business hours) pursuant to reconstitution of the
Committee.

Corporate Social Responsibility (CSR/ESG) Committee

In terms of provisions of the Companies Act, 2013 & Rule 9
of Companies (Corporate Social Responsibility Policy) Rules,
2014 read with various clarifications issued by Ministry of
Corporate Affairs, the Company has a CSR/ESG Committee
which formulates and recommends to the Board, a Corporate
Social Responsibility (CSR) Policy indicating the activities
to be undertaken by the Company, as per Schedule VII to
the Companies Act, 2013, recommending the amount of
expenditure to be incurred and monitoring the expenditure and
activities undertaken under the CSR/ESG Policy of the Company.
The Annual Report on CSR Activities for FY25 is enclosed with
this Report. Details pertaining to the number of meetings of
the Committee held during the year and terms of reference,
functioning and scope are given in the Corporate Governance
Report in detail in terms of the requirements under SEBI Listing
Regulations, 2015 as amended. The constitution of the CSR/ESG
Committee is as follows:

a) Beth Boucher - Chairperson of the Committee

b) Sudhir Singh

c) Gautam Samanta

Note: Beth Boucher has been appointed as chairperson of the committee
w.e.f. April 01, 2024. Gautam Samanta has joined as the member of the
committee w.e.f. June 11, 2024. Further, Hari Gopalakrishnan ceased to
be member of the committee pursuant to resignation as Non-Executive
Director of the Company w.e.f. May 02, 2024 (close of business hours).

Risk Management Committee

The Committee comprises of the following Directors:

1. Beth Boucher - Chairperson

2. O P Bhatt

3. Anil Chanana

4. Gautam Samanta

Note: Basab Pradhan completed his second term as an Independent
Director and ceased to be the member of the Committee w.e.f. June

28, 2024, and ceased to be the chairperson of the Committee w.e.f.
June 11, 2024. Beth Boucher has been designated as the chairperson
of the Committee w.e.f. June 11, 2024. Hari Gopalakrishnan ceased to
be member of the committee pursuant to resignation as Non-Executive
Director of the Company w.e.f. May 02, 2024 (close of business hours).
Further, Sudhir Singh ceased to be a member of the Committee w.e.f.
June 10, 2024 (close of business hours) and O P Bhatt and Gautam
Samanta have been appointed as members of the Committee w.e.f.
June 11, 2024, pursuant to reconstitution of the Committee.

The Internal Auditor is invited to the Committee meetings &
the Company Secretary of the Company is the Secretary to
the Committee. The terms of reference of the Committee
are provided under the Corporate Governance Report of the
Company. All the Directors are invited for all the Meetings who
are not serving members of the Risk Management Committee.
The Company has appointed a Chief Risk Officer to oversee
the enterprise-wide risk management framework including
identification of Risks and their assessment and mitigation plan.

Policies of the Company
Nomination & Remuneration Policy

Pursuant to the provisions Section 178(3) of the Companies Act,
2013, the Board has on the recommendation of the Nomination
and Remuneration Committee framed a policy for selection
nomination and / or appointment of Senior Management/ Key
Managerial Personnel including Directors of the Company and
their remuneration. The Policy has been revised by the Board
of Directors during the year in terms of the amendments
in the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 as amended, the detailed Policy is stated in
the Corporate Governance Report.

Vigil mechanism/Whistle Blower Policy

In view of the requirement as stipulated by Section 177 of the
Companies Act, 2013 read with Rule 7 of the Companies (Meeting
of Board & its power) Rules, 2014 and Corporate Governance
under SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 as amended, the Company has complied with
all the applicable provisions and has adopted a Whistle Blower
Policy duly approved by the Audit Committee to report concerns
about ethics, unethical behavior, actual & suspected frauds, or
violation of Company's Code of Conduct and Ethics. The policy
is hosted on the website of the Company. The same provides
for adequate safeguards against victimization of director(s)/
employee(s) who avail of the mechanism and also provides for
direct access to the Chairperson of the Audit Committee in
exceptional cases. It is affirmed that no person has been denied
access to the Audit Committee.

Policy for Determining Material Subsidiaries

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

Risk Management Policy

The Company's Board has established a Risk Management
Committee, comprising a majority of Independent Directors.

Comprehensive details regarding the Committee and its terms
of reference are provided in the Corporate Governance report.
During the year, the Company revamped and implemented an
enhanced risk management framework to identify various
risk elements. This framework encompasses five principal risk
categories: strategic, technological, financial, operational, and
ESG-related risks. The Committee also reviewed developments
related to emerging risks—including cybersecurity, data
privacy, and geopolitical uncertainties—and considered detailed
mitigation strategies. These actions enabled the Board to
maintain thorough alignment with the Company's evolving
risk profile and ensured proactive oversight consistent with
regulatory requirements and global best practices.

The Risk Management Committee reviews key risk elements of
the Company's business, finance, operations and compliance, and
their respective mitigation strategies. The Risk Management
Committee reviews strategic, business, compliance and
operational risks. On the other hand, the Audit Committee
reviews issues around ethics and fraud, internal control over
financial reporting (ICOFR), as well as process risks and their
mitigation. Similarly other committees also work around their
risk areas and mitigation. The Risk Management Committee
operates under the Company's Risk Management Policy and
focuses on all major risks associated with the Company.
This Committee periodically reviews matters pertaining to
risk management.

Dividend Distribution Policy

The Company has a Policy for Distribution of Dividend under
Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, 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.
The Policy is enclosed as Annexure -A of the Report and is also
available on the website of the Company.

Code of Conduct

The Company Code of Conduct is available on the website of
the Company at https://www.coforge.com . The Chief Executive
Officer of the Company has given a declaration that the Directors
and Senior Management of the Company have complied with the
Code of Conduct during the year 2024-25.

Code on Prevention of Insider Trading

The Company has formulated and adopted a Policy in accordance
with the requirements of SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended. In compliance to the SEBI PIT
Regulations, the Company has a robust Code of Conduct to
prohibit and monitor insider trading in the Company, which is
strictly followed within the Company and the reporting is done
to the Audit Committee/ Board at regular intervals. The Policy
lays down the guidelines and procedures to be followed, and
disclosures to be made while dealing with the shares of the
Company along with consequences for violation. The policy is
amended to bring it in line with the provisions of the prevailing
regulations, from time to time.

Training programs were also conducted to spread awareness
and self-assessment tests with a passing score. Further, the
Company is working rigorously on the effective compliance of
SEBI PIT Regulations with all the amendments being discussed
and their implementation within the stipulated time period.
Pursuant to the provision of Regulation 3(5) and 3(6) of SEBI
(Prohibition of Insider Trading) Regulations, 2015 read with
SEBI Circular issued in this regard and in view of Coforge Code of
Conduct to regulate, monitor and report trading by designated
persons ("Coforge PIT Code"), the Company has put in place a
Structured Digital Database System SDD) in compliance with the
SEBI (Prohibition of Insider Trading) Regulations, 2015. The Audit
Committee also reviews the compliances under the regulation
at the quarterly/annual meetings. Procedures have been
established for Directors, officers, designated persons, and
their relatives regarding trading in the Company's securities.
These procedures are regularly communicated to employees
identified as insiders. In addition, insider trading awareness
sessions are held for designated persons. Notifications about
trading window closures, during which Directors and designated
persons/insiders are not allowed to trade in the Company's
securities, are provided in advance. The company adopted a
stringent penalty framework for any violations and any policy
violations are addressed and reported to SEBI/Stock Exchanges
as required, if any.

Code of Fair Disclosure

The Company's Code of Fair Disclosure is placed on the website
of the Company https://www.coforge.com .

The management of the Company develops and implements
policies, procedures and practices that attempt to translate
the Company's core purpose and mission into reality. It also
identifies, measures, monitors and minimises risks in the
business and ensures safe, sound and efficient operations.
These risks are internally supervised and monitored through
the Company's Management.

Performance Evaluation

The Company engaged renowned, an external consultant,
to conduct performance evaluation of the Board for the
year. This aimed to ensure an independent, transparent, and
comprehensive assessment of the Board including its members
and committees.

The methodology for performance evaluation covered various
aspects such as a survey on overall Board effectiveness and
Board Member 360 survey, interviews with Directors and
external members, review Board practices including structure
of Board and Committees, information flow, dynamics and
governance processes, skill and competencies of individual
Director, to develop a comprehensive report including areas of
strength and development.

They conducted the evaluation in accordance with Sections
134 and 178 of the Companies Act, 2013, and Regulation 19
of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the annual performance evaluation of
the Board, including its committees, individual directors,
independent directors, and the Chairperson, for FY25. A detailed
report was submitted by them to the Chairperson.

The Chairperson communicated the feedback to all the members
and deliberated on the same. The Directors including the
Chairperson expressed their satisfaction with the evaluation
process duly noted in the NRC and Board meeting.

Managerial Remuneration & Particulars of
Employees

The information required under section 197(12) read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in Annexure-B.
Further, managerial remuneration is also provided in the
Corporate Governance Report. The information as required
under Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, is applicable and forms part
of the Report.

However, as per first proviso to Section 136(1) of the Act and
second proviso of Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the
Report and Financial Statements are being sent to the Members
of the Company excluding the statement of particulars of
employees under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Any
Member interested in obtaining a copy of the said statement
may write to the Company Secretary and the said annexure is
also open for inspection at the Registered Office of the Company.

Other disclosures:

Deposits from Public

The Company has not accepted any Deposits under Chapter V of
the Companies Act, 2013 during the year and hence no amount
of principal or interest was outstanding on the date of the
Balance Sheet.

Insolvency & Bankruptcy Code, 2016

There were no proceedings initiated/pending against your
Company under the Insolvency and Bankruptcy Code, 2016
which impacts the business of the Company.

Difference in amount of valuations, if any

There were no instances where your Company required the
valuation for one time settlement or while taking any loan from
the Banks or Financial Institutions.

Share Capital

a) Issue of equity shares with differential rights or
sweat equity shares

During the year, the Company has not issued any equity
shares with differential rights/sweat equity shares under
Companies (Share Capital and Debentures) Rules, 2014.

b) Issue of Employee Stock Options

During the year, the Company issued 1,88,299 (One
Lakh Eighty Eight Thousand Two Hundred Ninety Nine)
Equity shares on the exercise of stock options under the
Employee Stock Option Scheme of the Company (ESOP
2005). Consequently, the issued, subscribed and Paid- up
Equity Capital increased to INR 668,788,560 as at March 31,
2025, pursuant to Rule 12(9) of Companies (Share Capital
and Debentures) Rules, 2014. The grant-wise details of the
Employee Stock Option Scheme are partially provided in
the Notes to Accounts of the Financial Statement in the
Annual Report and a comprehensive note on the same
forms part of the Board Report, which is available on
the website of the Company https://www.coforge.com/
investors

c) Provision of money by Company for purchase of
its own shares by employees or by trustees for
the benefit of employees

In terms of Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014, the Company has not provided
any funds for purchase of its own shares by employees or
by trustees for the benefit of employees.

d) Buy-back of equity shares of the Company

The Company has not bought back any shares during
the year.

Conservation of Energy & Technology Absorption
Conservation of energy and environment-friendly
initiatives

Environmental sustainability aims to enhance human life quality
while minimizing strain on the Earth's resources. It embodies
the responsibility to conserve natural resources and safeguard
global ecosystems for present and future well-being. Achieving
this equilibrium between humans and the natural world
involves living in a manner that doesn't deplete resources.
An unsustainable situation arises when natural resources are
depleted faster than they can be replenished.

At Coforge Limited, we are committed to continuously improving
our environmental performance to reduce our carbon footprint
and contribute to the environment. Our initiatives include:

• Greater Noida campus running on 100% green energy since
November 2024, which contributes 62% of the total energy
consumption of Coforge in India.

• Utilizing rooftop areas at Campus for the generation of
solar energy with a Solar plant worth 75KW, contributing
to the reduction in our carbon footprint and overall grid
power consumption.

• Collaborating with regional government authorities in all
areas where Coforge operates, with the goal of securing
renewable energy connections to power our facilities,
aligning global sustainability standards.

• Converting our employee transport fleet from diesel/petrol
to CNG in NCR locations and installing EV charging stations

based on current fleet size and its external ecosystem in
respective states within India locations to promote electric
vehicle adoption.

• Transitioning from LPG to PNG, a natural and safe versatile
fuel for cooking within Coforge in-house cafeterias at
campus, aiding in energy savings and reducing hazards
associated with gas cylinders.

• Achieving LEED certification for our campus, Hyderabad
and Bengaluru facilities from construction and operations
points of view, and working towards similar certifications
for other locations.

• Certified with Environment Health & Safety Management
System (EHSMS) standards i.e., ISO 14001:2015 and ISO
45001:2018 to ensure compliance through periodic audits.

• Upgrading AC units to use environmentally friendly
refrigerants, aligning with international agreements.

• An energy-efficient chiller system with a CTI(Cooling
Technology Institute)-approved cooling tower will be
installed on campus, reducing our HVAC kWh consumption
by 20% and saving water from the cooling tower.

• The hot water system at the guest house has been replaced
with an energy-efficient solar hot water system, reducing
our energy consumption.

• An energy-efficient VRV system has been installed at the
guest house, allowing independent operation and eliminating
the need to run the entire 628 TR chiller plant during off-
peak times.

• Two DGs at our Greater Noida campus are now equipped
with RECD to treat exhaust air before releasing it into
the atmosphere.

• The reduction of 224 units of 150 Ah batteries from the data
center UPS has significantly minimized lead acid battery
(hazardous) waste on campus.

• Encouraging tree plantation activities in nearby villages
and forests.

• Recycling and treating wastewater for low-end uses
like horticulture.

• Committing to making our offices free from single-use
plastic, with plastic waste limited to packaging material and
disposed of through authorized recyclers.

• Processing food and horticulture waste in-house for manure
production and disposing of all e-waste only through
government-approved recyclers.

• Prioritizing the usage of green products for new facilities
and appropriate waste segregation throughout during and
post-construction phases in India.

• Launching Health, Safety & Environment training modules
in India to instill sustainability concepts in our employees'
routines and actions.

• The Greater Noida campus has achieved remarkable progress
in reducing single-use paper waste and plastics. Paper cup

usage has drastically reduced from 6 million to 0.2 million
annually. In FY25, 6,295 kilograms of Type 1 and 2 paper were
recycled into internal-use stationery.

• In FY26, the campus initiated several measures to reduce
single-use plastics. Approximately 1.5 lakh compostable
garbage bags replaced conventional ones, ensuring the
sustainable handling of around 14 tons of waste for the year.
Dedicated bins were installed to improve waste segregation.
In meeting rooms, plastic water bottles were replaced with
reusable glass ones, and recyclable bottles were introduced
for client meetings. Additionally, plastic carry bags and
food wraps were eliminated in dining areas, reinforcing the
commitment to a single-use plastic-free campus.

Technology absorption and R&D (Research &
Development)

Coforge is a client centric and growth obsessed organization,
focusing on providing holistic and integrated solutions to our
clients globally. Our GTM and Integrated solution approach to
solve client problems leverages a 4-tiered approach:

• Strategy Tier: The overarching strategy for the enterprise
is chalked out at the cusp of Domain Consulting Strategic
Design Enterprise Architecture. We co-work with our
clients in a strategic partnership to define their long-term
transformation roadmap.

• Technical Capabilities Tier: To realize the transformative
roadmap we leverage our horizontal technical capabilities
as end-to-end Value Streams. Our Technical capabilities span
across: User Experience, Process Journeys, High Velocity
Engineering, AI & Analytics and Packaged Applications.

• Product Engineering Capabilities Tier: To realize Platforms
and Products, we leverage new ways of working and iteratively
implement them with a business aligned IT operating model,
Product Management, Full Stack Developers, DevSecOps,
Quality Engineering, based fully stacked agile teams that
focus on modern/cloud based technologies.

• Cloud Hyper-scaler & Security Capabilities Tier:

Infrastructure is built on Agile, Nimble and Reliable design
principles that have built in zero trust security capabilities. We
always strive to be at the forefront of emerging technologies
and use the same for realising Business Value for our clients.
Our Innovation mindset, Design Thinking methodology and
focus on Emerging Technologies and Patterns help us use
these technologies to gain disproportionate value for the
business. Our partnership with Microsoft is a strategic asset
that enables us to deliver value to our clients and grow our
business. Microsoft is one of the hyper-scalers that can drive
significant growth for Coforge. A relationship that spans 360
degrees including, buying-from, selling-to and partner-with
which forms the basis of the go-to-market with Microsoft. We
leverage Microsoft's cutting-edge technologies to optimize
our operations, enhance our productivity, and improve our
efficiency. We use Microsoft Azure as our preferred cloud
platform to host our applications, data, and infrastructure,
taking advantage of its scalability, security, and reliability.
We also use Microsoft 365 as our main productivity suite,