(n) Provisions and contingent liabilities
Provisions for legal claims and service warranties are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be
required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement (recognised only if realisation is virtually certain). If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Provision for onerous contracts are recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting the future obligations under the contract. The provision is measured at present value of the lower of the expected cost of termination the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes any impairment loss on the assets associated with the contract to the statement of profit and loss.
Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non¬ occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognised; however, their existence is disclosed in the Standalone Financial Statements.
(o) Employee benefit obligations
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
(ii) Other long-term employee benefit obligations
The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the appropriate market yields on government bonds at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements comprising of as a result of experience adjustments and changes in actuarial assumptions are recognised immediately in the statement of profit and loss in the period in which they occur.
(iii) Post - employment obligations
Defined benefit plans:
Provident Fund
Employees Provident Fund contributions are made to a Trust administered by the Company. The Company's liability is actuarially determined (using the Projected Unit Credit method) at the end of the year. The contributions made to the trust are recognised as plan assets. The defined benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets. If the interest earnings and cumulative surplus of Trust are less than the present value of the defined benefit obligation the interest shortfall is provided for as additional liability of employer and charged to the statement of profit and loss.
Gratuity
Gratuity is a post employment defined benefit plan. The liability recognized in the Balance Sheet in respect of gratuity is the present value of the defined benefit obligation at the Balance Sheet date less fair value of plan assets. The Company's liability is actuarially determined (using the projected unit credit method) at the end of each year. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in
retained earnings in the statement of changes in equity and in the balance sheet.
Past service costs are recognised in profit or loss on the earlier of:
• The date of the plan amendment or curtailment, and
• The date that the Company recognises related restructuring costs.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the standalone statement of profit and loss:
• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
• Net interest expense or income.
Defined contribution plan:
Superannuation
The Company makes defined contribution to a Trust established for this purpose. The Company has no further obligation beyond its monthly contributions. The Company's contribution towards Superannuation Fund is charged to Statement of Profit and Loss on accrual basis.
Overseas Employees
In respect of employees of the overseas branches where ever applicable , the Company makes defined contributions on a monthly basis towards the retirement saving plan which are charged to the Standalone Statement of Profit and Loss on accrual basis.
(iv) Share-based payments
Share-based compensation benefits are provided to employees via the Coforge Employee Stock Option Plan 2005 (formerly NIIT Technologies Employee Stock Option Plan 2005).
Equity settled employee stock options
The fair value of options granted under Employee Stock Option Plan is recognized as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
- including any market performance conditions
- excluding the impact of any service and non¬ market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period), and
- including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares for a specific period of time)
The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
(p) Dividends
Dividend to shareholders is recognised as a liability and deducted from equity, in the year / period in which the dividends are approved by the shareholders.
(q) Earnings per share Basic earnings per share
Basic earnings per share is calculated by dividing:
- The profit attributable to owners of the Company
- By weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account.
- The after income tax effect of interest and other financing costs associated with dilutive potential equity shares and
- The weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
(r) Business combinations
Business combinations are accounted for using the acquisition method other than business combinations of entities under common control. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Company elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition related costs are expensed as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company's cash¬ generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Liability for non-controlling interests
Liability for put option issued to non-controlling interests which do not grant present access to ownership interest to the Company is recognised at present value of the redemption amount and is reclassified from equity. At the end of each reporting period, the non-controlling interests subject to put option is derecognised and the difference between the amount derecognised and present value of the redemption amount, which is recorded as a financial liability, is accounted for as an equity transaction.
(s) Fair value measurements
The Company measures financial instruments, such as investment in mutual funds and derivatives, at
fair value at each balance sheet date. The Company also measures assets and liabilities acquired in business combination at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either¬ - in the principal market for the asset or liability, or
- in the absence of a principal market, in the most advantageous market for the asset or liability
All assets and liabilities for which fair value is measured or disclosed in the Standalone Financial Statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
At each reporting date, management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Company's accounting policies. For this analysis, management regularly reviews significant unobservable inputs applied in the valuation by agreeing the information in the valuation computation to contracts and other relevant documents.
(t) Current versus non-current classification
The Company presents assets and liabilities in the balance sheet based on current/ non¬ current classification.
An asset is treated as current when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle
- Held primarily for the purpose of trading
- Expected to be realised within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All other assets are classified as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle
- It is held primarily for the purpose of trading
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Company classifies all other liabilities as non¬ current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle.
(u) Rounding of amounts
All amounts disclosed in the Standalone Financial Statements and notes have been rounded off to the nearest millions, unless otherwise stated.
* Recent Accounting Pronouncements
New and amended standards adopted by the Company
The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2024 dated August 12, 2024 to amend the following Ind AS which are effective for annual periods beginning on or after April 1, 2024. The Company applied for the first-time these amendments.
(i) Ind AS 117 Insurance Contracts
The Ministry of corporate Affairs (MCA) notified the Ind AS 117, Insurance Contracts, vide notification dated August 12, 2024, under the Companies (Indian
Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on or after April 1, 2024.
Ind AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. Ind AS 117 replaces Ind AS 104 Insurance Contracts. Ind AS 117 applies to all types of insurance contracts, regardless of the type of entities that issue them as well as to certain guarantees and financial instruments with discretionary participation features; a few scope exceptions will apply. Ind AS 117 is based on a general model, supplemented by:
• A specific adaptation for contracts with direct participation features (the variable fee approach)
• A simplified approach (the premium allocation approach) mainly for short-duration contracts
The application of Ind AS 117 had no impact on the Company's Standalone Financial Statements as the Company has not entered any contracts in the nature of insurance contracts covered under Ind AS 117.
(ii) Amendment to Ind AS 116 Leases - Lease Liabilities in a Sale and Leaseback
The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases, with respect to Lease Liabilities in a Sale and Leaseback.
The amendment specifies the requirements that a seller-lessee uses in measuring the lease liabilities arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains.
The amendment is effective for annual reporting periods beginning on or after April 1, 2024. The amendment does not have a material impact on the Company's Standalone Financial Statements.
Standards notified but not yet effective
There are no standards that are notified and not yet effective 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 present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
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 22,400 Mn. INR 49 Mn has been adjusted towards Equity Share capital and INR 22,351 Mn has been adjusted towards securities premium (comprises 4,869,565 Equity Shares issued at INR 4,590 per Equity Share) included in 'Securities Premium'. The Holding Company had incurred expenses amounting to INR 386 Mn. towards issuance of equity shares which have been debited to 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 / split of every 1 (One) Equity Share of INR 10 (INR Ten only) each into 5 (Five) Equity Shares of INR 2 (INR Two Only) each and the consequent amendment to the Memorandum of Association of the Company subject to the approval of Members of the 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 Equity Shares 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 the financial year and options outstanding at the end of the reporting period, is set out in note 31.
Nature and purpose of other reserves Cash flow hedging reserve
The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecasted transactions, i.e., revenue, as described within Note 23. For hedging foreign currency risk, the company uses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges are effective; the change in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount recognized in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss, under Revenue from operations.
Capital redemption reserve
In accordance with section 69 of the Indian Companies Act, 2013, the Company creates capital redemption reserve equal to the nominal value of the shares bought back as an appropriation from general reserve /retained earnings.
Capital Reserve
Capital Reserve is not freely available for distribution.
Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act 2013.
Employee stock option
The share options outstanding is used to recognize the grant date fair value of options issued to employees under Coforge Employee Stock Option Plan 2005.
General reserve
The General Reserve is as per the requirements of Companies Act, 2013 in respect of companies incorporated in India.
Retained earnings
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 with interest are repayable over the period of 39 to 60 months (equal monthly instalments) from the date of sanction of loan. 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 3,400 Mn 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 on demand. Interest on Working Capital lines is in the range of 5.29 % to 7.88%. Security: charge by way of hypothecation on the Company's trade receivables and such other movables including bills whether documentary or clean, outstanding monies, receivable both present and future, in a form and manner satisfactory to the bank.
(iii) Defined benefit liability and employer contributions
The Company monitors the funding levels on an annual basis and the current agreed contribution rate is 12% of the basic salaries in India.
(iv) Defined contribution plans
The Company makes contribution towards Superannuation Fund, Pension Fund, Employee State Insurance Fund and Overseas Plans (related to the branches in the United States of America, Ireland, Belgium and Switzerland), being defined contribution plans for eligible employees. The Company has charged the following amount in the Statement of Profit and Loss:
Note : The Company deals in number of software and hardware items whose selling price vary from item to item. In view of voluminous data information relating to major items of sales have not been disclosed in the Standalone Financial Statements.
Note: For the long term contract with customer having significant variable consideration, the Company recognises revenue 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 its assessment 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 performance obligation. However, in case of contracts for grant of right of use for license and long term contracts, payments are due over license/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 be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue. Applying the practical expedient as given in IndAS115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the entity's performance completed to date, typically those contracts where invoicing is on time and material basis, fixed monthly / fixed capacity basis and transaction basis. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, and adjustment for revenue that has not materialized and adjustments for currency.
The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31, 2025, other than 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 current assessment, 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, unpaid dividend account, deposits with bank, cash and cash equivalents, short term borrowings, trade and other payables, capital creditors, unclaimed dividend are considered to be the same as their fair values, due to their short term nature.
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.
(i) Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:
(a) recognized and measured at fair value, and
(b) measured at amortized cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.
All other assets and liabilities are measured at amortised cost
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net asset value.
Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on Company-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
The Company's policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period. There has been no transfer during the period.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- The use of quoted market prices for similar instruments.
- Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.
- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.
Hedging activities and derivatives
The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a foreign currency) and the Company's net investments in foreign subsidiaries.
The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted sales.
*The resultant impact on the cash flow hedge reserve for the year ended March 31, 2025 and March 31, 2024; on account of changes in 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 prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.
If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing.
24 Financial risk management
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 other receivables, and cash and short-term deposits that derive directly from its operations. The Company also enters into derivative transactions.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The Company's senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company's senior management that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
(a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, fair value through profit and loss and derivative financial instruments.
- Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
The Company has paid non-convertible bonds during the current year and accordingly there is no significant concentration of 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 the Company are principally denominated in Indian Rupees and US dollars in floating rates of interest.
(b) Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Trade Receivables
The customers of the Company are primarily corporations based in the United States of America and Europe and accordingly, trade receivables are concentrated in the respective countries. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivables. The Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate.
25 Capital Management a) Risk management
For the Company's capital management, capital includes issued equity share capital, securities premium and all other equity reserves attributable to the shareholders. The primary objectives of the Company's capital management are to maximise the shareholder value and safeguard their ability to continue as a going concern. The Company has repaid Non Convertible Bonds (NCB) during the current year. The Company has complied with the financial covenants attached with above stated borrowings throughout the reporting period. The funding requirements are generally met through operating cash flows generated. No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025 and March 31, 2024.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company's Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.
Recovery for expenses
Corporate charges incurred at group level are allocated to subsidiaries on appropriate basis. The Company agrees cost plus markup price and payment terms with the related parties.
Guarantee
The Company has given corporate guarantee against loan taken by wholly owned subsidiary ("WOS"), in the year 2024-25 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 the guarantee 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 have right to recover losses from WOS.
Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders.
F. Terms and Conditions
Rendering and receiving of services to/from related party
The Company has entered into contract with related party for rendering and receiving of services related to the Information Technology / 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 are unsecured, interest free and require settlement in cash. The amounts are recoverable and payable within credit period from the invoice date. For the year ended March 31, 2025, the Company has not recorded any impairment on receivables due from related parties (March 31, 2024: Nil).
The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company's management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company's results of operations or financial condition. Further, it is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.
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 against the 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 complaint alleges that, in the incident, a threat actor misled Service Desk agents into resetting passwords of employee accounts that 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's role with respect to the Database, and the responsibilities undertaken by the Service Desk agents. The Company did not provide core cybersecurity threat, protection, detection, or remediation services for the Client, did not have access to or 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 legal counsel to take appropriate steps in relation to such a complaint. The amount of liability / quantum of claims, pursuant to 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 revenues received 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 Income tax 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 will more likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company's financial position and results of operations.
The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules / interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
Rental expense recorded for short-term leases (including low-value lease assets) was 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 standalone statement of Profit and Loss.
31 Share-based stock payments (a) Employee option plan
The establishment of the Coforge Employee Stock Option Plan 2005 (ESOP 2005) was approved by the shareholders in the annual general meeting held on May 18, 2005. The ESOP 2005 is designed to offer and grant share-based payments for the benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters). The ESOP 2005 allowed grant of options of the Company in aggregate up to 3,850,000 in one 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 additional options pursuant to amendment in the ESOP Plan duly approved by the shareholders on March 27, 2020 and March 29, 2024, respectively.
34 Other Statutory Information
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 of the 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 the understanding (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 of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
35 Segment Information
As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a parent as well as the parent's separate financial statements, segment information is required only in the consolidated financial statements, accordingly no segment information is disclosed in these Standalone Financial Statements of the Company.
36 The Company has been using accounting software for maintaining its books of account which has a feature of recording audit trail (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 audit trail 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. Basab Pradhan 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 July 07, 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
38 Events after the reporting period
There were no significant reportable subsequent event that occurred after the balance sheet date but before standalone financial 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
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