Directors Report of Coforge Ltd.

Mar 31, 2025

Your Directors are pleased to present the Thirty-Third Annual Report on the business and operations of your Company along with
the audited annual accounts for the financial year ended March 31, 2025 (FY2025). The consolidated performance of the Company
and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE OF THE COMPANY

The highlights of the performance results for the FY2025 are as follows:

Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
	Consolidated financials		Standalone financials
Income from operations	120,507	90,089	55,570	48,489
Other Income	1,647	454	4,856	7,598
Total Income	122,154	90,543	60,426	56,087
Profit before depreciation, exceptional items and taxes	17,237	13,670	8,129	11,971
Depreciation	4,276	2,972	1509	1,283
Exceptional Item	-	-	-	-
Provision for tax & (deferred tax)	3,326	2209	1,345	770
Non-Controlling Interest	1,322	286	-	-
Profit After Tax from continuing operations	9,635	8,489	5275	9,918
(Loss)/Profit after tax for the year from discontinued operations	-274	-133	-	-
Profit for the year	9,361	8,356	5,275	9,918
Earnings Per Share for continuing operations (Basic) (In INR)	127.16	133.73	79.90	161.49
Earnings Per Share for discontinued operations (Basic) (In INR)	-4.15	-2.16	-	-
Earnings Per Share for continuing & discontinued operations (Basic) (In INR)	123.01	131.56	79.90	161.49

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:

	Pre sub-	division	Post sub	-division
Particulars	No. of	Amount	No of	Amount
	Shares		shares
Authorised Capital	7,70,00,000	77,00,00,000	38,50,00,000	77,00,00,000
Issued & Paid-up Capital	6,68,85,199	66,88,51,990	33,44,25,995	66,88,51,990

• 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:

Name of the Director & DIN	Designation
O P Bhatt* (00548091) (appointed w.e.f. May 01, 2024)	Independent Director- Chairperson
Sudhir Singh (07080613)	Chief Executive Officer & Executive Director
Beth Boucher (09595668)	Independent Director
Anil Chanana (00466197)	IndependentDirector
DK Singh (10485073)	IndependentDirector
Gautam Samanta (09157177) (appointed w.e.f. May 02, 2024)	Executive Director
Directors whose tenure completed or resigned
Basab Pradhan* (00892181) (tenure completed on June 28, 2024)	Independent Director- Chairperson
Hari Gopalakrishnan (03289463) (resigned w.e.f. May 02, 2024 - close of business hours)	Non-Executive Director
Patrick John Cordes (02599675) (resigned w.e.f. May 02, 2024 - close of business hours)	Non-Executive Director

* 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,

---

Mar 31, 2024

The Directors are pleased to present the Thirty-Second Annual Report on the business and operations of your Company along with the audited annual accounts for the financial year ended March 31, 2024 (FY2024). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Performance of the Company

The highlights of the performance results for the FY2024 are as follows:		Â	(INR Mn except for EPS)
Particulars	Consolidated financials		Standalone financials
	FY2023-24	FY2022-23	FY2023-24	FY2022-23
Income from operations	91,790	80,146	48,489	42,305
Other Income	614	619	7,598	5,879
Total Income	92,404	80,765	56,087	48,184
Profit before depreciation, exceptional items and taxes	13,635	12,620	11,971	9,835
Depreciation	3,186	2,585	1,283	1,087
Exceptional Item	-	523	-	523
Provision for tax & (deferred tax)	2,093	2,061	770	900
Non-Controlling Interest	276	513	-	-
Profit After Tax	8,080	6,938	9,918	7,325
Earnings Per Share (Basic) (In INR)	131.56	113.77	161.49	120.12

Brief Description of the Company's Working During the Year and State of the Company's Affairs Operating highlights

Fiscal Year 2024 has been a year of continued strong organic growth for Coforge. The Company registered a consolidated US$ revenue of US$ 1,118.7 million (' 91,790 million) and has clocked an organic revenue growth of 13.3% in CC terms, 11.7% in USD terms and 14.5% in INR terms. The organic revenue growth of 13.3% in CC terms is in-line with the Company's annual revenue guidance stated at the beginning of the year.

The year saw Coforge sign two $300M+ TCV deals, one of which is a US$ 400 M TCV deal signed in Q4FY24. The Company also crossed the US$ 1 Billion mark for the 12-months executable order book thus registering a growth of 17.3% on a year-on-year basis. On the back of eleven large deals signed through the year, the TCV of Company's order book has increased to a record high of US$1.9 billion and is up 56% 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 14.5% to ' 91,790 million in FY2024 from ' 80,146 million in FY2023. The growth

was led by Banking and Financial Services (BFS) vertical which saw 17.1% YoY growth. Insurance vertical grew by 9.6%, Travel vertical grew 4.9% and the Others emerging verticals grew 12% in US$ terms.

For the full year FY24, the Company's gross margin was flat at 32.6%. EBITDA (before ESOP costs) stood at ' 16,185 million translating in to margin of 17.6% for the year. The decrease by 64 bps in FY24 over FY23 was on account of a 68 bps increase in sales, marketing and pre-sales cost which is bucketed under SG&A. Coforge not only continued to invest robustly in sales and marketing, but we also rolled out its employee increments on time, on day one of the last year itself and also paid 100% variable pay-out during the last fiscal year.

The net profits (after minority interest) for the year increased by 16.5% and stood at ' 8,080 million, implying a net margin of 8.8%.

During the financial year, the company added a net of 1,502 professionals to its headcount thus taking its total headcount to 24,726, at the end of FY24.

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 FY24, 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 4,666.20 Mn.

Transfer to Reserves

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

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report & change in nature of business, if any 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.

The shareholders at the Extra-Ordinary General Meeting held on April 12, 2024 have approved raising of funds by way of issuance of equity shares having face value of Rs. 10 each of the Company ("Equity Shares") and / or other eligible securities or any combination thereof for an aggregate amount not exceeding ' 32,000 Mn by way of Qualified Institutional Placement ("QIP") or other permissible modes in accordance with the applicable laws.

The Company has agreed to enter into a share purchase agreement 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. Upon execution of Share Purchase Agreements, the Company will also trigger a mandatory open offer in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended.

The Board of Directors at their meeting held on May 02, 2024 have considered and approvedto carry out certain amendments to the terms of the listed, rated, redeemable, non-convertible 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") inter alia to the change in the benchmark rate for calculation of the interest in relation to the Bonds and change in "interest reset dates" which provides option for early voluntary redemption in respect of the Bonds, in accordance with the provisions of applicable laws and subject to the consent from the Debenture Holders, in relation to the Bonds: (i) change in the benchmark rate / screen rate for determination of the interest rate from 12 month MIFOR to 3 month MODIFIED MIFOR, on and from 26 April 2024, as MIFOR is no longer being considered as a significant benchmark under the relevant RBI circulars; and (ii) change in the definition of "interest reset dates" to change the frequency on which voluntary redemption of the Bonds is permitted, from annual basis to quarterly basis. This will allow for early voluntary redemption without payment of any break costs at the end of each financial quarter.

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

The Company has recently appointed new Directors on the Board due to completion of tenure of Independent directors and resignation of other directors pursuant to promoter stake sale. The list of all the directors with changes is provided below:

Name of the Director & DIN	Designation
Mr. Basab Pradhan* (00892181)	Independent Director- Chairperson
Mr. Om Prakash Bhatt** (00548091) (appointed w.e.f. May 1, 2024)	Independent Director
Mr. Sudhir Singh (07080613)	Chief Executive Officer & Executive Director
Ms. Mary Beth Boucher (09595668)	Independent Director
Mr. Anil Kumar Chanana (00466197) (appointed w.e.f. January 20, 2024)	Independent Director
Mr. DK Singh (10485073) (appointed w.e.f. February 12, 2024)	Independent Director
Mr. Gautam Samanta (09157177) (appointed w.e.f. May 2, 2024)	Executive Director

Name of the Director & DIN	Designation
Directors whose tenure completed or resigned during the last financial year and till May 02, 2024:
Mr. Hari Gopalakrishnan (03289463) (resigned w.e.f. May 02, 2024 -close of business hours)	Non-Executive Director
Mr. Patrick John Cordes (02599675) (resigned w.e.f. May 02, 2024 -close of business hours)	Non-Executive Director
Mr. Ashwani Puri (00160662) (tenure completed on March 31, 2024)	Independent Director
Mr. Kirtiram Hariharan (01785506) (resigned w.e.f. October 19, 2023 -close of business hours)	Non-Executive Director
Mr. Kenneth Tuck Kuen Cheong (08449253) (resigned w.e.f. October 19, 2023 -close of business hours)	Non-Executive Director

* Mr. Pradhan's tenure as Independent Director and Chairperson of the Board gets completed on June 28, 2024.

** Considering the completion of tenure of Mr. Pradhan as Independent Director and Chairperson of the Board effective June 28, 2024, the Board appointed Mr. Bhatt as Independent Director effective May 01, 2024 subject to shareholders' approval and thereafter as Chairperson of the Board effective June 29, 2024.

Directors retiring by rotation

Mr. Sudhir Singh, Director, retire by rotation and being eligible, offers himself for re-appointment at the 32^nd Annual General Meeting of the Company scheduled to be held on August 23, 2024.

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), Mr. Basab Pradhan was appointed as Independent Director of the Company by the Shareholders upto June 28, 2024. There are four other Independent Directors on the Board of the Company Mr. Anil Kumar Chanana, Mr. DK Singh, Ms. Mary Beth Boucher & Mr. Om Prakash Bhatt. 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. Mr. Ashwani Puri (DIN: 00160662) has completed his term as an Independent Director of the Company on March 31, 2024. The Board of Directors have approved the appointment of Mr. Anil Kumar Chanana, Mr. DK Singh & Mr. Om Prakash Bhatt as Additional Director (Non-Executive Independent Director) w.e.f. January 20, 2024, February 12, 2024 and May 01, 2024 respectively and Shareholders via postal ballot approved the

said appointment of Mr. Anil Kumar Chanana and Mr. DK Singh on March 29, 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 at https://www.coforge.com/hubfs/ Familiarization-ProgrammR-IndRpRndRnt-Directors.pdf 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/

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, 2024:

a)    Mr. Sudhir Singh - Chief Executive Officer & Executive Director

b)    Mr. Saurabh Goel - Chief Financial Officer

c)    Ms. Barkha Sharma - Company Secretary Changes in the status of KMPs during the year:

Mr. Ajay Kalra has resigned as the Chief Financial Officer w.e.f. January 04, 2024 and Mr. Saurabh Goel has been appointed as Chief Financial Officer of the Company w.e.f. January 05, 2024. There was no other change in the status of the KMPs during the FY2023-24.

Number of meetings of the Board

The Board of Directors of the Company met 9 (Nine) times in the FY2023-24. 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 FY2024.

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 7,33,912 (Seven Lakh Thirty Three Thousand Nine Hundred Twelve) 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 618,209,920 as at March 31, 2024 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.coforgR.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.

Committees of the Board

The Board of Directors has the following Committees. The report contains the details of composition of Committees as on May 02, 2024.

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.    Mr. Anil Kumar Chanana- Chairperson

2.    Mr. Basab Pradhan

3.    Ms. Mary Beth Boucher

Mr. Ashwani Puri completed his second term as an Independent Director on March 31, 2024 and ceased to be Chairperson of the Audit Committee and further Mr. Anil Kumar Chanana has been appointed as the member of the Audit Committee w.e.f. January 22, 2024 and Chairperson of the Committee w.e.f. April 01, 2024 and Ms. 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.    Ms. Mary Beth Boucher - Chairperson of the Committee

2.    Mr. Basab Pradhan

3.    Mr. Hari Gopalakrishnan

Mr. 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).

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 January 20, 2024, February 12, 2024 and February 26, 2024.

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 Mr. Basab Pradhan and consists of Mr. Sudhir Singh, Ms. Mary Beth Boucher and Mr. Patrick John Cordes as

members of the Committee. Ms. Barkha Sharma Company Secretary is also 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.

Note: Mr. Kirtiram Hariharan ceased to be chairperson of the committee pursuant to resignation as Non-Executive Director of the Company and Mr. Sudhir Singh & Ms. Mary Beth Boucher has been appointed as the member of the committee w.e.f. October 19, 2023. Mr. Basab Pradhan designated as Chairperson of the committee w.e.f. October 19, 2023. Further, Mr. 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).

Corporate Social Responsibility (CSR) 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 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 Policy of the Company. The Annual Report on CSR Activities for FY 24 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 Committee is as follows:

1.    Ms. Mary Beth Boucher (Chairperson of the Committee)

2.    Mr. Hari Gopalakrishnan

3.    Mr. Sudhir Singh

Note: Mr. Kirtiram Hariharan & Mr. Kenneth Tuck Kuen Cheong ceased to be chairperson and member of the committee respectively pursuant to resignation as Non-Executive Directors of the Company and Mr. Sudhir Singh has joined as the member of the committee w.e.f. October 19, 2023 and Mr. Ashwani Puri ceased to be Chairperson of the committee pursuant to completion of his term as an Independent Director of the Company on March 31, 2024 and Ms. Mary Beth Boucher has been appointed as the new chairperson of the committee w.e.f. April 01, 2024. Further, Mr. 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).

C. Environment & Sustainability

Our commitment to preserving the environment and fostering sustainable rural development is unwavering. We recognize the interconnectedness of environmental health and livelihoods, and our projects reflect this holistic approach. From afforestation initiatives that rejuvenate our ecosystems to rural development programs that create opportunities for sustainable livelihoods, we are shaping a more eco-conscious and economically stable India. Feel proud to be impacting 5,50,000+ lives. Efforts undertaken in:

I.    Water Conservation

•    Pond Rejuvenation at 3 major sites (920,000 liters recycled / treated water to be used per site)

•    Rainwater Harvesting and provision of clean drinking water at 4 village schools.

II.    Soil Conservation

•    Commercial cultivation in 30-acre fluoride affected area.

•    Produced 885000Kg compost by 59 farmers of total cost of INR 27 L.

•    Training of animal fodder- 300 farmers helped to improve health of 800 animals.

•    65 farmers adopted Organic farming, saved soil from 13,700 Kgs chemical fertilizer.

 

Coforge- Corporate Social Responsibility FY24

At the heart of our organization lies a deep commitment to uplifting communities across India. With a relentless focus on two pivotal themes: Education & Environment, we have embarked on a journey that has already transformed the lives of over 6 lakh beneficiaries. We have carefully curated each project in alignment with the United Nations Sustainable Development Goals. With projects that span the length and breadth of the country, we are sowing the seeds of positive change in every corner.

A. Education & Skill Development

Education is the cornerstone of progress, and we believe in making it accessible to all. Our pan-India projects in this domain are designed to empower marginalized individuals with the skills and knowledge they need to thrive in an ever-evolving job market. Through strategic partnerships and dedicated volunteers, we have created a ripple effect of change, enabling 50,000+ students to build a brighter future through education. Our programs include:

•    Digital skilling interventions for employability for 10000 +students.

•    Entrepreneurship training for 1000+

•    Formal education and Life skills training for more than 30000 students

•    Building Robotics capabilities and computer labs in government schools impacting 5000+ students

•    Teacher training and capacity building

•    Supporting 1000+ especially abled and physically challenged students.

B. Community Library:

We have set up 'The Coforge Public Library' enabling free access of resources to the community. This is 12000sq. ft space, housing 10000 + books across genres and 35 million digital titles. We also hold skill development workshops periodically for the community.

III.    Waste management Interventions.

Solid / liquid waste management for sanitation and reducing land pollution, impacting 450,000 lives.

IV.    Afforestation for green cover

•    Biodiversity parks - 2 parks set up to restore ecological balance, reviving flora, and fauna. 40,000 saplings planted.

•    Wetland Revival to attract migratory birds and sustain ecosystem.

V.    Combatting climate change

•    Promoting and installing Renewable energy-solar panels, 70 solar spray pumps and 426 solar streetlights set up in 6 villages.

•    Sponsoring smokeless stoves in villages D. Employee Volunteering:

Volunteering is the lifeblood of our organization. It's the passion and dedication of countless volunteers that fuel our projects and make a tangible impact. Their tireless efforts not only drive our initiatives but also strengthen the sense of community and solidarity that defines our mission.

Beginning this financial year, we have had 3092+ volunteers devote 15000+ man hours to various initiatives already. This even includes our CEO and leadership team.

Mega Plantation Drive - 600 + employees worked together to plant 5000 trees. Employees actively spent time at our project, digging pits and planting saplings.

Career counselling workshops - Our employees work closely with NGO children to guide them on various career options, entrance tests to be undertaken and books to be referred to.

Wheelchair assembly - Our employees help to assemble wheelchairs for our NGO partner Margadarshi.

Skill development and capacity building - for students, women entrepreneurs, and teachers

Environment conservation rallies - Our employees walked 7.5 km to spread awareness about conserving the environment along with our NGO partner Jnan prabodhini at Pasali valley, Pune.

The Joy of Giving week - 300 + employees donated and participated in spreading the light of knowledge during the week of 2^nd -8^th October across our Pune, Hyderabad, Bangalore, Noida and Kolhapur offices.

Visit to foster homes/ orphanages supported by us for celebrating festivals - Employees curate the events and engage in festivities.

Dam Construction - 40 + volunteers from Coforge, constructed a 70 feet length, 2 feet wide and 2 feet height dam (Vanrai Bandhara)@ Gotangale Wadi Village, Kolhapur. This will be useful to the villagers and their livestock during the tough summer season.

E. Corporate Social Responsibility - Project Snapshot A) Education & Skill development:

1. Community Library

As a service to the community, Coforge has set up a community library in 12000 sq ft area, in sector 59 Noida. This is the first time a corporate has stepped forward to set up a community library providing free access to high quality resources. On identifying the need, Coforge planned this immaculate contribution to the city of Noida. All communities and marginalized sections are welcome to access resources in the library. This library promises to be an outstanding example of a sustainable library which houses a repository of 10,000 books across genres and 35 million digital titles. This knowledge hub is immensely benefiting the community.

We also host a series of workshops free of cost, for the community. These sessions engage all age groups and are eagerly awaited month on month.

We collaborate with Udayan Care to help marginalized girls continue their education. The Udayan Shalini project focuses on girls' education so that they can lead a better life. Additionally, our objective is to sponsor holistic development of children by supporting various educational, digital skilling, and skill development initiatives. Coforge' s executive team, and employees help to make this connection more meaningful and memorable by volunteering in recurrent visits and day-long workshops.

3. Vidya & Child

Through the Vidya & Child project, Coforge assists the students by sponsoring their studies, educational materials such as textbooks and workbooks, stationary, arranging life skills training, setting up computer labs and maintenance, renovating schools, planning various educational interventions such as field trips and awareness sessions, and coordinating numerous recreational events. Coforge' s support contributed to lower school dropout rates, a better learning environment, and academic development for students.

Coforge assists children with disabilities and their families in becoming self-actualizing, respected human beings and socially equal partners. We assist them by holding screening and evaluation camps for appropriate assistive devices at the block level. Wheelchairs and mobility aids such as callipers, walkers, crutches have been distributed, and children and parents have received instructions for their proper use and maintenance.

4. CYDA - (Centre for Youth Development and Activities)

Coforge works with CYDA to create an enabling environment in society for young people to grow as responsible and independent adults. Coforge supported children from marginalized families to continue their studies and widows for livelihood generation through entrepreneurship training and seed capital provision at Pune and Kolhapur locations. Through our support, affected families started their small-scale businesses and Increased their family income. The support of school fees helped students to stay in the mainstream of education.

6. Sparsha

Coforge supports orphan children in coordination with SPARSHA. As a result, potential dropout children have continued their education and the children started participating in various activities that shows increase in confidence.

 

In coordination with Ashagram, Coforge supports disabled children. These neglected young adults were alienated by families and society. Through our grant, they can sustain and live their life with dignity. We are sponsoring their medical expenses, helping with construction of girl's residential care units, installation of CCTV cameras, sanitation, and healthcare.

1. BAIF Livelihoods (Bhartiya Agro Industries Foundation)

The objective of this project was integrated livelihood approach for enhanced income and food security of villagers. With a view to increasing farmers' income multiple interventions were planned. This included promoting commercial vegetable cultivation through Hi-tech and trellis system of vegetable cultivation. This resulted in improving crop productivity. Breeding services for crossbreeding and methods to increase fodder availability were followed.

8. Kriti

2. Swayamsiddha:

This project focuses on improved agricultural practices & promotion of sustainable livelihoods. The NGO helps to distribute seeds and fruit saplings. They also advise on goat rearing and poultry as means of livelihood. Capacity building sessions, exposure visits, skill & entrepreneurship training are undertaken for villagers. The approach of the project is comprehensive village development.

 

Coforge supports Project Shiksha at Hyderabad in coordination with Kriti organization. They work with Government primary schools for capacity building of teachers, setting up the computer and robotics labs and other infrastructure development. We have been instrumental in sponsoring students, giving scholarships and facilitating teachers trainings for local community. Additionally, we have helped to construct toilets to ensure a hygienic environment. We have also supported women entrepreneurs to get skilled and sustain their families.

4. SAFE (Social Action for Forest and Environment) Mini Biodiversity Parks (urban forestation): With a view to adding green cover in Noida and Ghaziabad, we are contributing to creating mini biodiversity parks at 2 locations. Under these projects two indigenous fruit bearing forest trails in Noida have been designed and developed that would eventually serve as a 'green lung'. This would also help in improving air quality in neighbouring localities and serve as an educational tool for young students. This includes plantation of 20000 trees and maintenance, land levelling & preparation, and rejuvenation of ponds in the middle of the parks. This is Coforge' s contribution to the city of its operations.

3. Sehgal Foundation

We support rural development projects in 3 villages of Greater Noida and villages of Hyderabad. Major interventions in the project are rejuvenation of village ponds, promotion of sustainable agricultural practices and transformation of school infrastructure. We are supporting usage of renewable resources by installation of solar streetlights, solar spray pumps, solar torches. We have helped to establish a 'Village Development Committee' and are supporting its capacity building.

 

Lake rejuvenation at Noida - As per schedule VII, we are ensuring environmental sustainability, by water conservation. Coforge is supporting revival and rejuvenation of a Lake at Noida. In principle with water conservation, we are using recycled water using sewage treatment plant. This project has turned out to be an exceptional way to revive the local flora and fauna and enrich the aquatic ecosystem of the area.

 

5. Animal Welfare:

Supporting animals across 3 locations. The NGO partners (Voice of street dogs, Kannan animal welfare) help to arrange food, shelter, and medical assistance for stray animals.

We are also supporting an extensive project on Elephant conservation through our partner HEAL. This is helping to ensure food for the elephants, reduce human elephant conflict and damage to the lives of villagers and their crops.

6. Institute of Livelihood Research and Training (ILRT)

We signed a tripartite agreement with ILRT and Noida Authority for promotion of sanitation by Solid and Liquid Waste Management in Noida. This includes plastic waste collection from public places, research, and analysis. The NGO is also helping in installing cloth bag vending machines to reduce use of plastic. The implementing partner is also mobilising transport vehicles for waste segregation and collection. Sessions are being planned for awareness generation. This project is impacting a population of 450,000.

promoted to reduce deforestation and pollution. We also hold interventions for improving women's health. Livelihood generation activities such as goat rearing, helped to increase average income of farmers by 40%.

Coforge believes that environmental consciousness and community well-being can go hand in hand. By spearheading these projects, we have not only done our bit to mitigate environmental challenges but have also tried to enrich the lives of countless individuals. Our deep-rooted commitment to a sustainable future, serves as a testament to the profound impact that environmentally conscious initiatives can have on communities, reminding us that a better, greener world is within our reach when we all come together for the common good.

7. Swadhar (Jnanprabodhini)

We work with Jnanprabodhini organization in Pasali valley, Pune for holistic rural development. Our efforts included promoting organic farming for soil nourishment and reduction in usage of chemical fertilisers by 11,500 kgs. Fuel efficient stoves are

Risk Management Committee

The Committee comprises of the following Directors:

1.    Mr. Basab Pradhan (Chairperson)

2.    Mr. Hari Gopalakrishnan

3.    Mr. Sudhir Singh

4.    Ms. Mary Beth Boucher

5.    Mr. Anil Kumar Chanana

Note: Mr. Anil Kumar Chanana & Ms. Mary Beth Boucher has been appointed as the members of Risk Management Committee w.e.f. January 22, 2024.

Mr. 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).

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 RMC.

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 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 has developed and implemented a risk management framework for identification of elements of risk, which in the opinion of the Board need close scrutiny.

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 2023-24.

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. 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 formulated to monitor, regulate and ensure reporting of deals by employees while maintaining the highest level of ethical standards while dealing in the Company's securities. The policy is amended to bring it in line with the provisions of the prevailing regulations, from time to time.

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 company adopted a stringent penalty framework for any violations. Training programs were also conducted to spread awareness and self-assessment tests. 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.

Code of Fair Disclosure

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

Performance Evaluation

The Board carried out the annual evaluation of its own performance, of the Directors individually as also of its statutory committees, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended. The evaluation was based on a comprehensive set of criteria finalized by the board members. The Board considered the evaluation of the members based on one-on-one meetings, questionnaire and the directors who were subject to evaluation did not participate in the process. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated.

The performance evaluation of the Chairperson and the Non- Independent Directors was carried out by Independent Directors. The Chairperson communicated the feedback to concerned stakeholders. The Directors expressed their satisfaction with the evaluation process.

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.

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 ecosystems. It embodies the responsibility to conserve natural resources and safeguard global ecosystems for present and future well-being. Achieving this equilibrium between human culture and the natural world involves living in a manner that doesn't squander 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 participation in annual flower shows, winning for the fifth consecutive year, and maintaining a lush 25-acre campus in Greater Noida with features like the "Valley of Flowers," Herbal Garden, and Fruit Garden. We also encourage tree plantation activities in nearby villages and forests.

To manage resource consumption effectively, we recycle and treat wastewater for low-end uses like horticulture, At Campus we successfully reduced WC flushing capacity from 9 liters to 6 liters per flush by implementing overflow

control with motorized valves to optimize water usage. We've converted our employee transport fleet from diesel/ petrol to CNG in NCR locations and EV charging stations are being installed based on current fleet size and its external ecosystem in the respective states within India locations to promote electric vehicle adoption.

Our rooftop areas at Campus and Gurgaon facilities are utilized for generation of solar energy with the Solar plant worth of 150KW, contributing reduction in our carbon footprint and overall grid power consumption. We are actively collaborating with regional government authorities in all areas where Coforge operates, with the goal of securing renewable energy connections to power our facilities, aligning with global sustainability standards. Transitioning from LPG to PNG which is natural & safe versatile fuel for cooking within Coforge in-house cafeterias at campus, has aided in energy savings and reduced hazards associated with gas cylinders.

We are committed to make our offices free from single use plastic, and plastic waste is limited to packaging material and disposed of through authorized recyclers. At campus Food and horticulture waste are processed in-house for manure production, and our entire e-waste is disposed of only through government-approved recyclers. We prioritize the usage of green products for new facilities and appropriate waste segregation throughout during and post construction phase in India.

In line with our commitment to environmental responsibility, our AC units have been upgraded to use environmentally friendly refrigerants, aligning with international agreements.

Our campus is LEED Platinum certified from construction and operations point of view, and we are working towards similar certifications for our other locations. Additionally, we are certified with Environment Health & Safety Management System (EHSMS) standards i.e., ISO 14001:2015 and ISO 45001:2018 to ensure compliance through periodic audits. We recognize that environmental commitment requires collective awareness and actions. Therefore, we have launched Health, Safety & Environment training modules in India to instill sustainability concepts in our employees' routines and actions.

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, enabling our employees to collaborate seamlessly across teams and locations, using tools like Teams, Outlook, Word, Excel, and PowerPoint. We empower our workforce with Microsoft Power Platform, a low-code solution that allows them to create apps, automate workflows, and analyze data without requiring extensive coding skills. We also harness the power of Microsoft AI and cognitive services to augment our capabilities and deliver intelligent solutions to our clients.

In addition to optimizing our own operations, we also help our clients to benefit from Microsoft technologies. We have a dedicated Microsoft business unit that provides end-to-end services across the Microsoft stack, from consulting and design to implementation and support. We have deep expertise in various Microsoft technologies, such as Azure, Microsoft 365, Dynamics 365, Power BI, SharePoint, SQL Server, .NET, and more.

We work closely with Microsoft to co-create and co-innovate new offerings that address the emerging needs of the market and generate new opportunities for both parties. We have developed several industry-specific and domain-specific solutions based on Microsoft technologies, such as Coforge Financial Advisor Copilot, Insurance Underwriter Copilot and are in the process of adding our domain knowledge into building smart Copilots. These solutions enable our clients to optimize their processes, enhance their customer experience, and drive innovation in their respective sectors.

By partnering with Microsoft, we create value for our clients. We are proud to be a Microsoft Azure Expert MSP along with various advanced solution competencies such as Data and AI, Business Applications, etc. As part of the Go-To-Market (GTM), we leverage the Microsoft Partner Network, which gives us access to exclusive resources, learning paths, training, and support from Microsoft. We are also recognized as a Microsoft Azure Expert Managed Service Provider, a Microsoft FastTrack Ready Partner, and a Microsoft Co-Sell Ready Partner, which demonstrate our capabilities and achievements in delivering Microsoft-based solutions.

We have modeled and conducted internal pilots and with clients on developer productivity with GitHub Copilot. The results have been on multiple dimensions with developers using GitHub Copilot report up to 25% faster code writing without sacrificing quality, improved job satisfaction by developers up to 50%, as it enables them to spend more time on meaningful and satisfying work. We believe that GitHub Copilot can enable increased developer productivity, faster time-to-market, and higher employee satisfaction and retention.

Amongst others, following are the key technologies and horizontal capabilities that Coforge has used effectively during FY24:

Generative AI: A burgeoning technology area, GenAI has garnered significant interest among our clients. Over the past year, we have been at the forefront of evangelizing Generative AI and have implemented use cases for BFS, Insurance, Travel, Hospitality and Healthcare verticals. By working closely with Microsoft for Azure OpenAI platform, a renowned leader in this space, we have implemented innovative use cases.

Metaverse: An emerging technology area, this has sparked significant interest among our clients. Over the past year, we developed various use cases in areas such as virtual bank branches, travel desks, contact-centre, employee onboarding, training, and Digital Humans, among others. We also organized our annual two-day Technology Conference in the Metaverse, allowing hundreds of Coforge personnel to remotely participate in the conference. Our partners for Metaverse include Microsoft, Virbela, Gesture Research, Pointr, and others. Our efforts in the Metaverse space have been recognized by HFS Research, which has identified Coforge as an Enterprise Innovator in their Horizons 2023 - Metaverse Services research report.

Blockchain & Web3: These technologies have matured now and new & better use cases are emerging. Coforge has been actively participating in this arena with partners like Hedera and AWS. Innovative solutions have been developed for our clients including for Belgium based Insuretech startup and Swirlds labs. Our product for Invoice discounting marketplace has garnered much interest from the market.

Composable Architecture: Has emerged as an effective solution to address the challenges of enabling seamless and consistent experience across multiple touchpoints and channels while delivering at accelerated pace. We have created reference architecture and frameworks to support Composable Architecture for Banks. By leveraging micro frontends and composable architecture, banks can empower product squads to work independently in parallel to develop micro apps. These apps get composed seamless to provide the users a modern cross-channel experience. We are already implementing this with a UK bank and have consulted with a middle east bank to take a composable architecture approach in their multi-year program to modernize their corporate portal.

Hyper-scalar Alignment & Investments: We have placed our big bets on realizing at improved velocity the Journey to Cloud for our clients and have made deep investments in aligning our operating model to AWS, Azure and GCP dedicated hyperscalers structure with integrated solutions cutting across Infra + Apps + Data. We lead with Cloud maturity assessment, define the disposition strategy using R-Lane analysis and create a business plan based on the Cloud economics and its associated benefits. In this context, we have partnered with many strategic partners such as VMWare, RedHat, HPE, Dell, Cisco, Juniper, Citrix and Oracle etc.

Strategic Design and Marketing: We are building strategic partnerships in this space and co-work with our partners to take human centred approach to solving client problems. Our differentiated approach includes: interviewing stakeholders, conducting ethnographic research, identifying personas, building customer journeys and realizing MarTech and Commerce implementation and rollouts.

Cybersecurity and Compliance: We focus towards information security and ensure we are in line with modern day IT and cyber security challenges. Coforge has made significant addition to its cyber security preparedness by integrating third-party Threat Intelligence Services. We now leverage advanced services including Dark Web and Deep Web Monitoring, Attack Surface Management, Brand Protection, and Cyber Threat Intelligence for safety and privacy of our information assets. We have integrated IBM QRadar SIEM platform for automated event and log monitoring of compute and network devices in our network. The platform has also been integrated with other security platforms in use at Coforge, giving our 24x7 dedicated Cyber Intelligence Centre

team a unified way of assessing threats and a high level of automation towards accurately identifying and reporting for quick remediation. We have achieved advanced compliance certifications like SOC2 Type 2 + HIPAA, in addition to ISO27001, across the firm. Demonstrating the maturity of our Business Continuity Planning, we have also achieved BCMS 22301:2019 certification for our Greater Noida, Bengaluru, Pune, and Kolhapur centres. Some of the notable new initiatives planned this year are, Enterprise-wide Privileged Access Management, to ensure controlled, monitored and Just-in-Time access for privileged accounts; and advanced technologies for Automated Detection and Autonomous Response to fast spreading threats like Ransomware. We are also focusing on Zero trust security framework that has been gaining popularity among organizations globally as a proactive approach to cybersecurity for data protection and governance that focuses on maximize the business value of customers data while maximizing security and reducing compliance risks. Over the past 1 year Coforge has helped multiple customers in their journey to achieve zero trust security implementation.

Digital: Consumer expectations are evolving at an unprecedented pace, this is creating more demand than ever before for powering meaningful Digital Experiences, Products and Services to increase Consumer Delight. To solve for this, we at Digital are focused on creating Business Value by powering Consumer Solutions at Speed and Scale. As a part of our Digital Value Proposition, we focus on the below areas: Innovating Businesses, Elevating Experiences, Contextualizing Actions, Digitalizing Processes, Modernizing Systems, Connecting Enterprises and Productizing Solutions. In order to bring the above Digital Value Proposition to live, we have meaningfully organized our Digital organization into 4 Practices to drive specific capabilities:

1)    Interactive Services: All Experience related capabilities

are    housed    in    Interactive Services    Practice.

Innovating Businesses and Elevating Experiences part of the Digital Value Proposition is aligned to this Practice.

2)    Product Engineering: All Modernize related capabilities

are    housed    in    Product    Engineering    Practice.

Modernizing Systems and Productizing Solutions part of the Digital Value Proposition is aligned to this Practice.

3)    Connected Enterprise: All Responsive related capabilities

are    housed    in    Connected    Enterprise    Practice.

Modernizing Systems and Connecting Enterprise part of the Digital Value Proposition is aligned to this Practice.

4)    Intelligent Automation: All Optimize related capabilities

are    housed    in    Intelligent    Automation    Practice.

Contextualizing Actions and Digitalizing Processes part of the Digital Value Proposition is aligned to this Practice.

Salesforce: We help enterprises build stronger, more valuable relationships with customers and partners across

all engagement channels. We combine our deep industry / domain expertise with the senior mix of Salesforce technical and functional experts that is required to implement complex Sales, Service and Marketing transformations. We have worked on multi-pronged strategy creation for our clients to reengineer legacy infrastructure through digitization into a modern state-of-the art platforms. Keeping the cloud architecture vision in focus, Coforge's solution focus on abstracting data from mainframes through core APIs and serverless technology on the cloud. DynamicCustomer Journey Orchestration solutions are developed for Mortgage Lending and Underwriting on Salesforce Financial Services Cloud and Service Cloud leveraging various Salesforce technologies including Lightning Web Component (LWC), OmniStudio and Salesforce Flow technologies. This reusable journey orchestration solution can be easily configured for Personal Loans, Auto Loans and Credit cards. Based on specific customer needs, we have developed several reusable frameworks to include: 1) Loan origination customer journey orchestration which can be applied to Consumer, Credit Card, Mortgages and other types of loan products.

2) Insurance industry Broker Management, to understand and manage the profitability of activities of a large Broker network. 3) Customer Service Disruption Management for the travel industry.

MuleSoft: We help remove data silos and create a seamlessly connected ecosystem that allows instant access to information and drives new, data-driven insights. Seamless customer experiences require companies to create a fully connected ecosystem, where data is continuously collected, analyzed and transformed to serve the needs of the entire value chain. The need is not only for a point-to-point integration but a multi-point to multi-point cross connect systems. Unlocking data from legacy and/or business critical applications (leveraging out-of-the-box connectors from MuleSoft), connecting to legacy applications (such as files, queueing, databases etc.) and SaaS-based applications (such as workday, SAP, Service Now etc.) and surfacing data from these disparate applications into granular micro-services (alias System APIs), along with functionality (such as data transformation / data aggregation / data orchestration) embedded within Process APIs (across lines of business) helps in building an API economy and thereby monetizing those APIs to deliver business outcomes quickly, with reduced operational overheads. Our proprietary Mule 4 - Migration as a Service (M4- MaaS) helpsaccelerate migration from Mule v3.x to Mule v4.x at a rapid pace and at a fraction of a cost. Our migration accelerator was vetted by MuleSoft product team as well and today Coforge along with MuleSoft have a combined Go-To-Market migration strategy to drive customers moving towards Mule 4 and to take advantage of all the enhanced features. Another key value add to talk about is our proprietary Retail Framework. Coforge has a huge presence within the retail sector and what we understood

from our experience working with our customers is that there is a lot of commonality in terms of the digital initiatives that all our customers think about (such as single view of inventory, 360 degree customer view, omni channel initiatives etc.). Coforge's Retail Framework helps in accelerating and delivering projects faster, as we leverage prebuilt data models and customize them as required for our customers.

Data & Analytics: We support our clients across 4 main areas helping them:

1)    Modernize: Big Data, Cloud Data and Data Management services help customers modernize data ecosystems (such as cloud data migration to AWS, Azure and GCP).

2)    Monetize: Business Analytics innovations leveraging latest analytics technology platforms (e.g. Snowflake, Databricks, Power BI, Celonis, Denodo, Dataiku) to help customers implement data analytics and data science use cases for actionable insights. This also contains pre-built frameworks and algorithms to accelerate data science development (e.g. Credit and Financial Crime Risk or Marketing decisioning).

3)    Manage: Consulting frameworks and templates to create and implement data and Analytics strategy and to drive awareness and adherence (e.g., data governance policies and procedures, predictive model review /validation as per OCC guideline).

4)    Cognize: Cognitive AI solutions for text & document

mining, creating knowledge    graphs, Advanced

analytics on Audio, Images and Videos to derive insights (e.g. advanced analytics algorithms for image, text, video classification).

Pega:

•    Intelligent automation, Decisioning driven 1:1 customer engagement and customer service:

Intelligent automation refers workflow and RPA driven case management, 1:1 customer engagement refers to personalized interaction (Sales, Service and Marketing) between a customer and a business representative, leveraging the core AI engine. Pega has invested significantly in this technology and leveraging it for their core account growth strategy using Predictive analytics, Adaptive model Natural language processing (NLP), Text analytics, Decision management using customer decision hub (CDH) and native platform machine learning capabilities. Coforge DPA has invested building this capability and built use cases across insurance, banking, public sector and others.

•    Interactive, high performant and responsive UI/

UX: Pega Cosmos React & now constellation-based architecture includes a range of pre-built UI components that can be used out of the box or customized to fit the specific needs of a project, which are flexible to connect

to multiple systems, utilising Pega headless architecture delivering seamless user experience across different devices and multiple sources of data.

•    Workflow and IDP synergy: Intelligent Document Processing (IDP) combines artificial intelligence (AI), machine learning (ML), natural language processing (NLP), optical character recognition (OCR), and automation to extract, analyse, and process data from various types of documents. IDP systems are designed to handle complex, unstructured, and semi-structured data from sources such as forms, invoices, emails, contracts, and other business documents. DPA is also actively proposing QUASAR (An in-house intelligent document management system (IDP)) to clients supplementing Workflow solutions for scenarios like document ingestion, Pre-processing, Text analysis and extraction and continuous learning, in use cases like Claims and KYC.

•    Cloud migration and Upgrade: The latest versions of Pega 8.8 Cloud features enable customers achieve on demand scalability and enhanced security using modern Kubernetes container-based architecture, keeping the user experience seamless. Coforge has built accelerators for Pega 8.8 upgrades including migration tool kit, upgrade assessment and pseudo code. Using this upgrade service offerings, we have delivered for one customer and have signed two more opportunities.

•    Coforge Healthcare (INFUSED) has developed multiple solutions to provide though leadership client namely Interqual Connect Asset on Pega Marketplace facilitating clinical information intake and workflow for Pega Care Management clients, ARC Asset (Authorizations Rule Center) for managing prior authorization rules in multiple systems (demo capable mid-May). It also has architected disruptive platform for next generation provider office technology solution.

Appian & Low Code No Code:

•    Hyper automation powered by AI: Coforge has effectively used the Hyper automation capabilities of Appian like RPA, AI, Unified Workflows and IDP to modernize and automate elaborate workflows in traditionally manual processes. Our industry specific solution accelerators created for Insurance, Finance, Public Services and Travel have gained significant interest because of the end-to-end AI led automation leveraging the amazon.ai capability embedded in Appian.

Using low code no code intelligent process automation and API based routing, Coforge designed a trade management application for crypto brokerage enabling brokers, to access real time market data, place trades and monitor portfolio performance in real time. In this solution, Coforge integrated Tradius system to initiate the orders.

•    Smart citizen central service using low code no code:

Coforge has designed a smart citizen central service for public legal aid application, on the Appian low code no code platform embedding NLP & chatbot for automating citizen query responses, prompt report statuses and ongoing intelligent workflow.

•    ServiceNow CoE: We have a dedicated ServiceNow CoE with 200+ ServiceNow Consultants having experience of 50+ implementations across Fortune 500 customers supporting 65,000+ fulfiller licenses with over 1 million configuration items/assets in complex environments comprising of multiple integrations. ServiceNow CoE delivers ServiceNow Consulting services, Implementation & Integration Services and Managed Services and have developed accelerators such as LicenseWise (track & optimize ServiceNow Licenses), One-Click Translator (for translating knowledge articles, notifications, catalogue in language of choice), GuardRailNow (Health Scan utility to check configuration issues and recommend fixes). We are Elite Segment Partner for US, UK and India region and has been identified as Rising Star in ISG Provider Lens™ (IPL) Quadrant study on "ServiceNow Ecosystem Partners 2023 ISG Provider Lens™ Study."

•    Cloud & Infrastructure Management Services (CIMS):

We run business-critical systems and operations for our global customers while ensuring security and scalability across public, private and hybrid clouds. We help clients reimagine and modernize their IT infrastructure strategy towards a flexible and scalable cloud environment that delivers fast and efficient business value while delivering superior digital workplace experience for their customer, partners and employees. Our service offerings span across Cloud (Public, Private, Hybrid), DevOps & Automation, Data Centre, Network, Cybersecurity, Digital Workplace Services, and IT Services and Operations Management. We also help customers in their Journey to Cloud through Advisory & Consulting Services so that can transform their business by building a Cloud Native or an Hybrid Cloud Operating Model.

•    Business Process Solutions (BPS):

The BPS unit leads with a digital-first approach that couples our technology expertise with deep domain expertise, led by experienced consultative practitioners to deliver value in our 3 E model - enhance customer experience, improve business effectiveness and increase efficiency. Our domain expertise covers industry specific solutions like Banking, Cards, Mortgage, Financial Services, Insurance, Travel and Hospitality along with cross- industry solutions like Customer Experience.

We operate in multiple locations across the globe - US, India, Philippines and Mexico and in other countries in client locations and with partners where needed. Reliable and

consistent delivery is critical to client retention in our business given the nature of the operations - 24X7, impact on our clients' revenues, end customer experience in all the work we undertake for our clients.

In our technology-driven Business Process Services (BPS), the services we offer leverage leading platforms and also point solutions with our internal tools. One example of an internal tool is Copasys, a patented QA automation software to drive digitized processes in a platform plus services model. Ont other hand to assess current processes we leverage industry standard tools like Celonis and once the opportunities for automation are identified, we use range of solutions like intelligent workflows and RPA. The recent advent of advanced digital technologies like AI/GenAI thas helped us further enhance our services to develop tailored solutions and tools for specific challenges. Our BPS offerings are augmented by LLMs such as ChatGPT and Google Gemini.

A few focus areas are: (a) Enterprise document processing, data extraction, and classification using DocAI. (b) Speech-to-text transcription for QA and call data summarization using Microsoft AI & ChatGPT for agent training and performance management. (c) Development of conversational chatbots for responding to loan queries. (d) Knowledge management solutions leveraging GenAI capabilities. (e) Code generation, test case creation, and business/compliance rules configuration using GenAI. (e). BPM Workflow Automation, Workforce Productivity Management, Contact Centre Digitization, Communication Automation (e.g., emails), Process & Task Mining, and utilizing Microsoft Copilot for solutions like Mortgage Underwriting.

Quality Engineering: We provide Quality Engineering & Testing services using an automation-first approach to drive software and application quality. Our Quality Engineering services - enabled by 2,400+ passionate Quality Engineering experts - are designed to inject speed, quality, productivity, and intelligent insights across the SDLC. Whether customers want to accelerate time to market, reduce costs, or transform their testing function and workforce, Coforge Quality Engineering has the right skills, capabilities, and accelerators to help them succeed. Our suite of frameworks and accelerators leverage AI for self-healing and autonomous automation. We offer services around: QE Transformation, Test Lifecycle Automation, Business Assurance, Digital Assurance, and Enterprise Application & Product testing.

Foreign Exchange Earnings and Outgo (INR Million)
Particulars	Year 2023-24	Year 2022-23
Foreign Exchange Earnings Foreign Exchange Outflow	45,664 14,728	39,256 14,545

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

During the year, no order was passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, their compliances with operating systems, accounting procedures and policies of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen controls.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2024, the Company has subsidiaries in the United States of America, United Kingdom, Germany, India, Singapore, Thailand, Australia, Dubai, Spain, Poland, Netherlands, Romania, Sweden, Malaysia, Japan, Saudi Arabia and Mexico

Details about the companies which have become/ ceased to be subsidiaries during the Financial Year

The Company has not acquired any company directly during the year. However, two new step down subsidiary companies were incorporated: -

-    Coforge Limited- Company One Person (Saudi Arabia)

-    Coforge S.A. de C.V. (Mexico)

The Company has carried out internal group restructuring amongst its wholly owned subsidiaries to consolidate for operational efficiency and administrative convenience. Pursuant to the same, the shareholding of Coforge Services Limited ("CSL"), Coforge SmartServe Limited ("CSS") and Coforge SF Private Limited ("SF India") (collectively referred as "Transferor Companies") are transferred to Coforge DPA Private Limited ("DPA India") at its carrying value and received the shares of DPA India pursuant to this transaction. The Company also approved merger of these entities with Coforge DPA Private Limited subject to necessary approvals required in this regard.

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to provisions of Section 129 (3) of the Companies Act, 2013, a statement containing a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is included in the consolidated financial statement and the same has been annexed to this Report as AOC-1 given in Annexure C.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited Financial Statements of the Company, consolidated Financial Statements along with relevant documents are available on the website of the Company (www. coforge.com).

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

The Company has not given any loan to any person or any other body corporate. The Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013 by the Company, have been disclosed in the financial statements.

The details of the securities acquired by the Company of other body corporates is given as under

Â	(Amt. in INR Mn.)
Investments in equity instruments in	Investment
subsidiary companies (fully paid)	value as on March 31, 2024
2,837,887 (31 March 2023: 2,837,887) Shares having no par value in Coforge Inc. USA	156
16,614,375 (31 March 2023: 16,614,375) Shares of 1 Singapore USD each fully paid-up in Coforge Pte Ltd., Singapore	703
3,276,427 (31 March 2023: 3,276,427) Shares of 1 UK Pound each fully paid-up in Coforge UK Ltd., UK	204
537,900 (31 March 2023: 537,900) Equity Shares of Euro 1 each fully paid-up in Coforge GmbH, Germany	185
Nil (31 March 2023: 50,000,000) Equity Shares of Rs 10/- each fully paid-up in Coforge SmartServe Limited*	Â
1,000,000 (31 March 2023: 1,000,000) Equity Shares of Euro 1 each fully paid- up in Coforge Airline Technology GmbH Germany	224
5,000 (31 March 2023: 5,000) Ordinary Shares of 1000 AED each fully paid in Coforge FZ LLC Dubai	63
Nil (31 March 2023: 5,000,000) Equity Shares of INR 10 each in Coforge Services Limited*	Â
5,182,069 (31 March 2023: 4,047,631) Equity Shares of INR 2 each in Coforge DPA Private Limited*	7,593
Nil (31 March 2023: Nil ) Shares of Peso 100 each in NIIT Technologies Philippines Inc (Impaired and under liquidation)	Â
Nil (31 March 2023: 2,13,779) Equity Shares of INR 10 each in Coforge SF Private Limited*	-

(Amt. in INR Mn.)
Investments in equity instruments in subsidiary companies (fully paid)	Investment value as on March 31, 2024
722,527 (31 March 2023: 541,895) Equity Shares of ' 10 each in Coforge Business Process Solutions Private Limited	12,552
Total equity instruments	21,680

*Coforge Limited ("Coforge" or "Parent" or "Company") has carried out internal group restructuring amongst its wholly owned subsidiaries to consolidate for operational efficiency and administrative convenience. Pursuant to the same, the shareholding of Coforge Services Limited ("CSL"), Coforge SmartServe Limited ("CSS") and Coforge SF Private Limited ("SF India") (collectively referred as "Transferor Companies") are transferred to Coforge DPA Private Limited ("DPA India") at its carrying value and received the shares of DPA India pursuant to this transaction.

Particulars of Contracts or arrangements with Related Parties

The Related Party Transaction Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee. The Board has the Policy in line with the recent amendments in SEBI Listing Regulations and is uploaded on the website of the Company at    https://2B186482.fs1.huhspotusRrcontRnt-Ru1.net/

hubfs/25186482/RPT-Policy-1.pdf

A Statement of all related party transactions is presented before the Audit Committee on a quarterly basis and prior/ omnibus approval is also obtained for the entire year, specifying the nature, value and terms and conditions of the transactions. None of the transactions with the related parties fall under the scope of Section 188 (1) of the Companies Act, 2013. Details of Related Party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2 in Annexure - D.

Management's Discussion and Analysis Report

In terms of Regulation 34(e) of the SEBI (Listing Regulations), 2015 as amended from time to time, the Management's Discussion and Analysis Report is set out in this Annual Report.

Business Responsibility and Sustainability Report

The SEBI (Listing Regulations), 2015, read with SEBI Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 has prescribed the format for the Business Responsibility and Sustainability Reporting (BRSR) in respect of reporting on ESG (Environment, Social and Governance) parameters by listed entities mandates the inclusion of Business Responsibility and Sustainability Report ('BRSR') for top 1000 listed companies based on market capitalization as on March 31, 2024. In compliance with the same the Company has formulated Business Responsibility and Sustainability Reporting

Initiatives, Policy, and Framework at its Board Meeting held on April 27, 2023. The BRSR Report for the Financial Year ended March 31, 2024 has been enclosed with this Report.

Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Regulations), 2015 as amended from time to time, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor's in terms of Part E of Schedule V of the said Regulations of the Company forms an integral part of Corporate Governance Report.

Compliance with applicable Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs with all amendments thereto.

Auditors & Auditors' Report/Certificate

a.    Statutory Audit:

M/s S R Batliboi & Associates LLP (FRN 101049W/ E300004) have carried out Statutory Audit under the provisions of section 139 of the Companies Act, 2013 for the financial year 2023-24. The Report given by Auditors forms part of this Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

b.    Secretarial Audit:

During the year, the Board of Directors of the Company appointed Mr. Ranjeet Pandey (Membership No.5922) of M/s Ranjeet Pandey & Associates, Company Secretaries (CP No.- 6087), in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed thereunder, for the Financial Year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March 2024 was considered by the Board in its meeting held on May 02, 2024, and the said Report given by Secretarial Auditors is annexed to this Report as Annexure-E. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

c.    Internal Auditors:

The Board on the recommendation of Audit Committee had appointed M/s KPMG Assurance and Consulting Services LLP, Limited Liability Partnership, Firm Registration Number: AAT- 0367 as its Internal Auditors of the Company. The Internal Auditors report to the Chairperson of the Audit Committee.

The Internal Audit teams monitor and evaluate the efficacy and adequacy of internal control systems in the Company, their compliance with operating systems, accounting procedures and policies at all locations of the

Company. Based on their reports, corrective actions in respective areas are taken to strengthen the controls. There are no significant audit observations made by Internal Auditors.

d.    Auditors Certificate on Corporate Governance:

As required by SEBI (Listing Regulations), 2015, the Auditor's Certificate on Corporate Governance is provided within the Corporate Governance Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

e.    Cost audit & records:

Section 148 of the Companies Act, 2013 is not applicable to the Company. Therefore, Cost Audit has not been conducted for the financial year 2023-24 and records are not maintained.

f.    No fraud has been reported by the Auditors to the Audit Committee, Board or any other relevant authority.

Human Resource Initiatives

Nurturing a positive corporate culture is integral to our business and it reflects in our phenomenal growth. Guided by our vision 'Engage with the Emerging', we have been delivering best-in- class solutions using new-age technologies, and our mission 'Transform at the Intersect' has cemented our position as an expert in focused industry verticals.

We follow through 4E strategy for curating a holistic employee experience, which entails - Examining the pulse of the organization on an ongoing basis, taking actions around Engagement, Education through robust learning and development initiatives, and Encouragement for meaningful interactions with our people. The outcomes of these interventions are visible through our key people indicators like retention, EES Scores and external recognitions.

As an organization, that over the years has lived by the belief 'Coforge is People', & thanks to all our collective efforts, we were able to emerge stronger - stay the course of our growth story, continue to deliver value to our customers, and remain focused on nurturing our culture.

Elements of our strategy have been listed below:

Examine -

We at Coforge use various tools to assess and monitor the pulse of our employees. My Voice, Annual Employee Engagement Survey (EES) is our most comprehensive tool that focuses on key areas like professional growth, work-life balance, training, teamwork, commitment index, and so on.

Similar to last year, Coforge participated in Great Place to Work (GPTW) survey. We got certified as Great Place to Work third year in a row, and among India's Best Workplaces in IT & IT-BPM 2023 - Top 100, second time in row.

Engagement

We are a people-first organization with friendly, flexible policies and practices. The testimony to this is the sustenance of being GPTW certified for three consecutive years. A robust talent framework that is aimed at a sustainable employee experience, that includes multi-channel touchpoints, an open culture of speaking up, well-timed recognition, a transparent work environment and focused coaching and development opportunities.

Coforge ensures that our people do not only have the right skills but also aligned with the business strategy and goals of its client organization. 1) Training and learning opportunities to ensure the right individual productivity. 2) Fostering team spirit to enable collaboration and alignment to project goals and outcomes. 3) Awards and recognition to ensure people feel valued for their contribution.

In our annual employe engagement survey, MyVoice, we clocked a record participation of 90%, demonstrating employee trust and commitment to making Coforge a great place to work! Satisfaction and Commitment Scores continue to be above the industry benchmark at 80%.

Coforge won the Silver Award - Excellence In Creating A Culture Of Continuous Learning & Upskilling by the Economic Times Human Capital Awards 2024.

Coforge offices across Greater Noida, Gurgaon, Hyderabad, Bengaluru, and Pune, India rang out with joy and laughter as 600+ little ones came visiting us! It was the "Bring Your

Kids to Work" Day and we laid out the red carpet for our very important guests.

We celebrated International Women's Day across our global offices through the month of March - applauding the contribution made by women employees and embracing the spirit of Inspiring Inclusion.

Upskilling & Reskilling through Capability Development

Coforge recognizes the importance of a systematic approach in building a future-ready workforce and achieving business goals. We offer an immersive, agile & global learning solution with diversified learning methodologies which include cutting-edge content & hybrid methodology of learning. Our learning framework and future-facing approach prioritize the development of technical, domain, functional, project management, human & leadership skills through academy models, on a solid bedrock of Xcellerate - Competency Framework, delivered through customized learning methodology - Growth hubs, Action Learning Projects, Sandbox/ labs assessments, Virtual, blended and ILT programs, E-Learning platforms, OEM partnerships and social learning avenues. In this submission, we will showcase to you our approach to developing capability within the firm to meet business objectives along with real-life examples of this impact and screen grabs of the solutions in place.

Our vision is to 'Design & deliver a scalable global learning strategy that is integral to business success - an agile learning ecosystem skilling the firm for the future'.

Our L&D ecosystem has enabled us to build a framework that isagile, scalable, and democratized, and it is focused on developing the skills for ~25,000 workforce that areessential for success in the digital age and meeting business outcomes.

Pillars that make the learning edifice stand strong:

1.    The bedrock is Xcellerate: a Role-Skill Combination based competency framework

2.    Ensuring career enrichment & progression for roles of today & tomorrow

3.    Eight global learning academy clusters with curated journeys based on role proficiencies

4.    Focus on domain & technical certifications through accredited institutes

5.    Learning methodologies: blend of structured learning tracks & democratized avenues via social learning & portals

6.    Business outcome-driven governance structure

7.    Enabling ecosystem of OEM partnerships, sandbox environments, and global learning vendor partnerships

This unique framework integrates technology into learning strategies through multiple avenues:

•    Anytime Anywhere Solutions

•    Virtual / Instructor-led solutions

•    Partnering with Practitioners from the Business

•    Cross & Upskilling Opportunities: CETTC (Capability Enhancement Technical Training Calendar) and Skills Certification Policy

•    Habit Calendars

•    Micro-learning

Xcellerate is our Internal Talent Marketplace: an inhouse

program & portal designed to

•    Mapping of Demand to unique Role Skill Combination (RSC)

•    Building Skill and Certification Inventory - Scalable & Customized

•    Continuous Skilling of Workforce through training and certification programs

•    Enhanced Real-Time Self-development Opportunities

The program entails structured mechanism of identifying technical skills, functional competencies and behavioural skills for each role, assessing the jobholders and upskilling them to mitigate the skill gap areas for current and aspired role. This helps the firm in effectively deploying the workforce and planning their movement across the projects.

Assessments and proficiency levels are determined in partnership with the delivery functions to ensure-

1.    Contextual relevance of the skills & proficiency levels basis current business requirement

2.    Ability to amend RSCs with evolving tech skillsets in real time

3.    Self-search option for employees to evaluate skill-gaps for current and aspired job roles

4.    Learning & Development journey based Individual Development Plans (IDPs)

IDPs created by Career Managers are aggregated and L&D plan is created for technical, domain, functional, leadership trainings and certifications to address both existing skill gap areas & role-readiness for the next level. We leverage the academies curated to address these requirements.

Career Lattices

Competency/ skill-based career lattices have been charted in each of the service lines based on the RSCs identified. Employees may move vertically, horizontally, or diagonally to different career paths, upon attaining/ acquiring required skills and certifications and opportunities available.

This talent marketplace enables the firm to have a ready pool of talent that the RDG leverages through IJPs. The entire process is intertwined with People Lifecycle - right from Workforce planning, performance management to career progression and employee movement.

The LEAD (Learning Experiences Accelerating Development) Team offers a gamut of impactful learning solutions & initiatives catering to all leadership, behavioral & human skills capability development, designing an experiential impact-driven approach for developing employees, managers, & leaders to practice, implement behavior change and related-attitudes.

We have designed an experiential and impact-driven approach for developing employees, team leaders, and managers to learn, practice, and implement behavior change and related attitudes, further enhancing personal efficiency and performance.

In the LEAD canvas, we have a holistic set of solutions:

-    Virtual Instructor Led Learnings

-    Anytime Anywhere Solutions

-    Learning from the Experts

Guided Learning Experiences through LEAD vILT Learning Catalogue

-    Align learning to org and global employee needs

-    Create a continuous learning experience through multiple learning avenues.

-    Strengthen L&D presence across the globe.

-    Acknowledge & recognize learning & learners - build learnability.

-    Showcase & report-out progress & impact stories.

Apart from our open calendar offerings, here are some high impact solutions delivered in FY24.

1.    LPODs (LEAD Programs on Demand): Delivered multiple customized blended solutions addressing business-specific learning needs across verticals, horizontals, countries, & functions.

2.    Senior Leaders New Hire Assimilation Program:

quarterly program for all leaders joining us globally enabling them to:

-    Gain a deeper understanding of the firm, our priorities and key business drivers

-    Better navigating the organizational matrix by meeting the Coforge leadership

3.    ELEVATE: A structured 3- month long learning journey for all our middle managers that aims at building the mindsets and skillsets for role effectiveness and is curated around three focus areas - managing self, managing teams & building business alignment. Consultative approach with business leaders, identified 6 leadership competencies for people leaders. This is a blended learning journey leveraging vILT' s, self- paced & leaders masterclasses. We have already completed 8 cohorts, covering 1000+ participants.

leVate

Rise Above, Lead Beyond

4. Learning Playbook - The LEAD Learning Playbook is a strategic guide to developing behavioral competencies across career levels. It provides learners learning journeys across the behavioral competencies required for success at each career level:

-    Customized Learning Paths: Tailored to your specific needs and aspirations.

-    Focus on Key Behaviors: Master the key skills that define success in your role.

-    Actionable Learning: Dive into focused learning modules that get you results.

5.    Continued rigor & focus on compliance trainings: Global Compliance module, Prevention of Sexual Harassment, Environment, Health & Safety.

6.    Learning Week 2024:

The campaign aimed to promote a learning culture by highlighting a variety of resources readily available to everyone. The focus was to encourage lifelong learning, curiosity, and connection. Our Read, Watch, Listen & Do approach empowered our employees to ignite their potential and fuel their professional growth. Masterclass marathons, Crossword, mind-bending quizzes, skill benchmarks, and capturing the memories with dig frames and interactive learning playbooks - Learning Week 2024 had it all. 15000+ employees participating in these masterclasses and activities from across the globe.

7. Leveraging AI in Learning:

-    Skill Benchmarks: Skill Benchmarks provide a score and level to measure individuals' proficiency and offer personalized online course recommendations to close gaps. Skill benchmarks enable:

•    Crafting personalized plans based on benchmarking results

•    These are assessments to gauge the current proficiency levels that return personalized learning plan to help employees focus on what they need to succeed. These quick, low-pressure assessments (around 20 questions) offer a powerful way to:

•    800+ benchmarks available across technical, functional, project management & leadership skills

-    CAISY Conversation AI Simulator: CAISY empowers new managers to lead their teams successfully through interactive sessions and practical exercises. Employees can learn fundamental skills like communication, delegation, conflict resolution, motivation, and leadership.

•    Purpose: Elevating our approach to AI-driven conversations

•    Designed for Excellence: Transforming how we train and enhance conversational abilities

•    Adaptive Learning: Tailors simulations to individual needs, optimizing skill development.

•    Scalability: To meet the evolving needs of our conversational AI training initiatives.

8. GlobeSmart powered by Aperian:

Enables navigating the exciting world of global collaboration unlocking cultural dexterity by revealing anemployee's unique workstyle across five key dimensions. This is a cultural intelligence (CQ) tool designed to helpnavigate the complexities of working across cultures, bridge cultural gaps to foster collaboration. This one-of-a-kind tool unlocks the cultural dexterity by revealing an employee's unique workstyle across five key dimensions. The tool helps in:

•    Effortlessly bridging cultural gaps.

•    Building stronger relationships with colleagues around the world.

•    Boosting your global impact.

Technical/ Functional / Domain Training & Certification through iEnable

Enable

GIVING YOU THE EDGE

iEnable is the one-stop solution for all technical, functional, and domain learning solutions for the firm ensuring our employees' skills stay contextually relevant and they always have the edge.

In alignment with the deep-rooted legacy of training, we have a dedicated training team that partners with the business to design & deliver learning solutions for different roles across the organization for employees across the globe to upskill & cross- skills employees including:

•    New Joiners

•    Existing Staff Members

•    Professional Accreditation through relevant Certifications

As the learning culture is critical for keeping up with workplace transformation, it is imperative to give the employees opportunities to upskill/reskill and provide tools that are needed to thrive in this dynamic techspace. Mentioned below are a few aspects:

1. Ensuring availability of learning opportunities outside of formal company trainings to employees by alliances with multiple external enterprise learning & OEM partners

2.    Executives and Leaders involvement to contribute and support learning at work by strategizing and initiating learning and capability enhancement drives.

3.    Capability Enhancement/ Upskilling: Learning interventions facilitated by the business: QE,Data & Analytics, Digital, AI, Software Engineer, CIMS, Salesforce, Mulesoft, and Pega & Appian toenhance capability. Through these interventions, we focus on upskilling technical employees - on nichetechnologies, domain, and client-specific requirements, enabling the organization to achieve strategiclearning goals.

4.    Quarterly Training Calendar for Laterals PACE (Pro Active Capability Enhancement): curated Calendar in collaboration with Horizontals to build focused & efficient Learning & Development plan. Upskill/Cross-skill on the market-ready technologies relevant to the Clients for existing Laterals deployed to various projects/accounts.

5.    GET (Graduate Engineering Training) : Continued support as per the projection from RDG for newly hired Campus Graduates Boot Camp

6.    Building Professional Credibility around Azure, AWS, GCP, SAFe Agile, Scrum, POPM Salesforce, ISTQB, and Pega Appian Certifications 8000+ certified resources, to enhance capabilities and create a future-ready workforce.

7.    Participation in specially curated upskilling drives with OEM partners like Microsoft

8.    PEGA Elite Partnership status achieved exceeding the target of 75% as 852 Certifications completed & 1016 PEGA Express badges earned

9.    Launched CISA Coforge Insurance SME Academy

launching soon to enhance the level of learning and upgrade the skills from basic to intermediate.

10.    Partnership For Success

a.    Leveraging the Learning Partner Portals like Percipio, Microsoft ESI 667 Trained, AWS, GCP, AWS, AIT, LOMA, ISTQB, Unqork, Appian, ITIL, MuleSoft, to access the free Training & Certification programs available

b.    Ensuring availability of learning opportunities outside of formal company training to employees by alliances with multiple external enterprise learning partners in alignment with our stakeholders request like - Decisions Portal, Respective D&A technology portals & Thought Machine

c.    Adoption of Percipio - the intelligent enterprise Learning Platform - providing a culture of continuous self-learning thus enabling team Coforge to stay

abreast of the emerging technologies. With an increase in the adoption trend

d. Through Percipio we also offer specialized Aspire Learning Journeys - Role-based training across key in-demand career paths from Data Scientists to AI Developers to CloudOps Architects to SecOps Engineers. From a Data Analyst working with Excel to a Data Scientist utilizing best practices with Python. Aspire Journey helps to accelerate skill development.

11.    Domain Training

Dedicated Domain specific, self-paced learning programs across Verticals for continual improvement through Learning Portals like Percipio and Udemy

•    Insurance Domain: Basics of Insurance Level -1 Training for all employees mapped with INS BU

•    TTH Level 1 Domain Training ongoing embellishing Learning Academy

•    TTH Level 2 Domain Training content curation and design for 3 modules ready for a soft launch on Percipio

•    BFS Domain Training: AWS Cloud Journey Learning for Santander employees

•    Specific Trainings led by Instructors/Practitioners to cater to individual development needs mapping to the respective Verticals/Horizontals

•    External Experts for Deep Dive discussions from renowned organizations like, Percipio Microsoft etc. together and created Lounges for discussion and query resolution.

12.    Curated Learning Academies for the Upskilling & Reskilling: L&D Team in collaboration with HBUs, has set upvarious Academies to empower employees in leveling up their skills. Technical Training team (iEnable) launchedPACE [Pro -Active Capability Enhancement] - a curated learning calendar for latest technologies.

13.    Program on Demand

-    Tailor made Training programs basis the requirements shared by verticals to achieve the desired expertise eg Santander, HSBC, Sabre, Aflac.

-    SQL/Data Warehousing, Data bricks, Snowflake and Client requested - Microstrategy, Snowflake

14.    Proactive JAVA FSD Upskilling in Collaboration with Digital HBU - Building capabilities JAVA Full stack and DotNet through pilot batches planned org. wide as on Ongoing continual Java capability interventions for resource pool and laterals. 1085 learners trained on technologies like Java Full Stack, AWS, Angular and Azure as part of the Digital & SE Horizontal Upskilling Coverage

15.    HBU & Client-specific Academies launched:

a.    Digital Academy - hosted on Percipio exclusively for tracks like Java Full Stack, UI Angular, Adobe, Sitecore, UI Angular, UI React JS

b.    Quality Engineering: Tracks on Automation Engineering, Cloud Testing, ISTQB, Accessibility Testing, Performance Testing & Engineering, Test Environment Management, AI/AL Programs etc

16.    Campaign for Lateral Hire - L&D Induction - GROWTH HUB! - Point of Contact for various Development Needs, to enhance and align their capability, to meet the business & client expectation. We have had participation and coverage of the identified 2400+ SMs and have a projection to continue for lateral hires we continue to grow.

17.    TECH BYTES learning on the go initiative fosters flexible and convenient learning experiences for an audience that loves scrolling. Published through Percipio Learning Videos on select technologies, all under 10 minutes and validated by respective SMEs. Three learning journeys launched with over 5000+ learner access count.

18.    Tech4Tomorrow: In July 2023 Launched a talk series to equip Coforge leaders with a perspective of Talent, Technology, Transformation in 2025 to prepare and strategize for Industry 4.0. Internal and external experts in leadership roles discuss the shape of Technology Industry in 2025; Panel discussions and Fireside chats on how Mid & senior level managers can prepare self and teams for Future in alignment with Coforge strategy. Attended by 3500+ employees globally.

19.    Project Managers Upskilling Program - Organized a Project Managers Upskilling Program in collaboration with a Learning Partner. The program was designed to create a pool of upskilled Project managers. Pool of total 96 PMs trained on Skills for successful Project delivery.

BPS L&OD Initiatives -

1)    Keeping in line with worldwide transition of workplaces from home to office or hybrid structure, the BPS L&OD team started offering more and more L&OD interventions in F2F and hybrid modes. The most popular programs include Interviewing Skills, Situational Leadership and Customer First program.

2)    Play to Win - a theatre-based management development program arranged for Manager and above employees. This program is implemented F2F. It was a huge success owing to its novel approach, emphasis on learner involvement and interaction and learning by doing methodology.

3)    Training on MS Excel - considering the constant requirement of Operations for an MS Excel training program, the BPS L&OD team created Basic and Advanced Level MS Excel Training programs under the name 'Beyond VLOOKUP'. This program is offered as part of monthly 'Skill Up!' calendar and implemented virtually and F2F depending upon the business requirement.

4)    Train the Trainer Certification - an internally developed, 10-hour duration program for Process Trainers. Objective - to enhance their training skills and acquaint them with new training methods and principles. Some of the topics covered include, PASS technique of presentation structure, 7Cs of communication, strategies for enhancing learner motivation, probing techniques, audience management and feedback models such as STAR. There topics would surely improve the way Process Trainers deliver the training, present complex information, gauge knowledge retention through probing, use feedback as a tool for coaching and mentoring.

5)    The Tangibles and Intangibles of Business Finance - The

program aimed to give a comprehensive understanding of business finance, incorporating diverse perspectives, and promoting the synergy of sales & marketing for our Leadership Team (18 Leaders attended the program). Additionally, it also gave them an opportunity to explore the intricate relationship between operational efficiency and shareholder value, all while encouraging participants to grasp the intricacies of business growth and cultivate an entrepreneurial mindset.

6)    HR Excellence Program - a specially designed first of its kind program for BPS HR team. It was a 2-phase program consisting of Learning and Implementation phases. An important topic was Business Storytelling -an effective way of presenting data to stakeholders for maximum impact and smooth collaboration. The program was highly customised keeping in mind prevalent HR trends in the market and org-specific factors.

7)    OnTrac Star Certification Program - an externally facilitated 27-hour, classroom + project-based learning program for TLs. It was designed to enhance the delivery capability of Team Leaders in the areas of Operations Management and People Management. The program structure allowed smooth execution of classroom learning into day-to-day work. It also provided a framework for higher managers to observe their TLs implementing their learning and help them overcome the obstacles effectively.

8)    Customer First Program - a customised client service-oriented learning program for new team members of the AFLAC process. It provided many insights into the working of a global workplace. It covered other important topics such as AFLAC culture and values, standard client-centric phrases and ways to enhance client service. It also educated the audience on important of right messaging and ways to achieve it.

9)    Learning Needs Identification Survey - revised and enhanced Learning Needs survey, implemented band-wise to capture role-centric learning needs of different employee groups. The BPS L&OD team aims to design its Skill Up! calendar and other learning interventions using the insights gained through this survey. It will serve as the north-star for the upcoming year's learning journey of the employees.

10)    Learning Week - a weeklong, action-packed kaleidoscope of learning activities aimed at making learning much more accessible, relevant and fun. The BPS L&OD team turned this initiative into huge success by drawing upon the expertise and excellent facilitation skills of the external trainers, offering a wide portfolio of learning programs with different methodologies and objectives for the participants to choose from, and creating a continuum from learning to implementation through which a learner can move smoothly and enjoy tangible benefits of the newly acquired knowledge. The Learning Week provided a glimpse of the vastness of contemporary Learning and Development area and allowed participants to try different learning methodologies and decide what works best for them.

Annual Learning Investment Snapshot FY24
Training Category H°urs °f Trainmg
Safety, Security & Diversity related	36,677
Behavioral, Leadership & Management	36,588
Technical, Domain & Functional	351,476
Total Learning Hours	424,741

Empowering Accessibility

The Capability Development page on the firm's intranet provides a one-stop shop for all L&OD initiatives, empowering employees to accelerate their careers, transform their skills, and shape the future of the organization.

My Voice - Employee Engagement Survey 2024

In order to get useful insights into engagement levels and employee satisfaction, the Company conducts an annual Employee Satisfaction Survey - My Voice, the findings of which enable it to make improvements in its workplace environment.

In MyVoice FY24, we clocked a record participation of 90%. The Satisfaction and Commitment Scores continue to be above the industry benchmark at 80%.

As per FY24 My Voice EES, the highest-rated drivers of engagement are Basic Needs (90%), Teamwork (89%), Manager Support (82%), and Company Brand & Image (82%)

• Top rated areas are:

o My job is important for my Business Unit / Organization to achieve its goals (94%)

o My team is committed to doing quality work (94 %)

o I am aware of what my goals are and what I am expected to do (92%)

The above results are indicative of our approach of We Care through differentiated employee benefits globally, EAP, Covid support, We Engage with our employees and their families effectively, through virtual engagement activities, induction

programs, celebrations, We Grow through learning avenues provided, career opportunities, We Innovate with our culture of Innovation as a service offering, We Contribute to society with our CSR initiatives, environment sustainability, We Connect with our employees through virtual and physical modes, and We Inspire continuously via our Rewards and Recognition programs, inspiring campaigns, quarterly & Annual RnR, etc.

Diversity is our Strength; Equity is what we Value & Inclusion is our Commitment.

At Coforge, we understand that supporting diversity, equity, and inclusion practices is not only the right thing to do; it is the right thing to do for the business. Our mission is to make diversity, equity, and inclusion our way of doing business. Coforge strives to create and foster a supportive and understanding environment in which all individuals realize their true potential regardless of their differences; and where everyone can feel a sense of belonging.

Our DEI motto is "Bring Your True Self to Work" which enables us to be our true selves and be active allies to each other fostering this open culture of inclusion. Being certified for 3^rd year in a row as both a Great Place to Work® - IT & IT-BPM is a testimony to the all-inclusive culture we foster and take pride.

Here are a few key launches under the DEI adage this year:

•    Coforge For All (DEI Academy): Dedicated Learning initiative designed to empower our diverse workforce with knowledge, skills, and resources that promote a culture of inclusivity.

•    Leadership Advocacy: Leaders serve as champions of the DEI journey, fostering a sense of belonging and innovation through mentorship and support. Initiatives like virtual Executive Fireside Chats, Meet the Leader Series, Inclusion Begins With I and Digital Transformation Leaders Series provide employees with opportunities to interact, engage, and share experiences with our executive leadership. 10 such sessions were conducted with 6000+ employees participated.

•    InclusiLearn - Habit Calendar: It is a transformative program designed to make inclusion an everyday habit. It empowers employees to embrace diversity and foster a more inclusive work environment. It goes beyond traditional training. It focuses on habit formation. These 3-week micro-learning journeys focus on building specific inclusion-related skills, one habit at a time.

•    DEI In Action SharePoint: One-stop destination for all DEI initiatives. The internal SharePoint platform serves as a centralized hub where employees can access updates on ongoing DEI programs. This powerful tool reinforces our commitment to fostering an inclusive and supportive work environment, encouraging collaboration, and celebrating the diverse voices within the organization.

•    Employee Spotlight Series: Our Employee Spotlight Series showcases diverse employees, sharing their journeys, achievements, and efforts towards inclusion. These stories celebrate the richness of our workforce and amplify diverse voices.

•    lAmRemarkable is a Google initiative (A special program for all women employees)

This is an exclusive program for our workforce globally, with the primary aim of empowering the underrepresented to celebrate their achievements in the workplace and beyond. It breaks the taboos around self-promotion. 2000+ women employees participated.

•    Wellness & Wellbeing: Engaging well-being sessions: Considering Mental and Physical well-being an important component of a diverse and engaged workforce - we run corporate wellness programs through employee assistance program, wellbeing sessions, and mailers.

•    Celebrating Diversity: impact global campaigns the year through: International Women's Month, Diversity Awareness, Diversitree Wall, Pride Month Celebrations, InclusionMatters etc.

EmpowHER

Stemming from the success of our DEI initiatives, we launched EmpowHER - It is more than just a program; it's a celebration of the strength, growth, and holistic development of our women employees. Through EmpowHER, we weave together learning, development, and well-being initiatives, fostering a nurturing ecosystem that empowers them to thrive both personally and professionally. EmpowHER provides a nurturing space for women to connect, share experiences, and support one another, ensuring they thrive at every stage of their journey.

 

Prevention Of Sexual Harassment Of Women At The Workplace

The Company has a Policy on Prevention of Sexual Harassment of Women at the workplace, in line with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company believes in providing all employees a congenial work atmosphere, which is free from discrimination and harassment, without regard to caste, religion, marital status, gender, sexual orientation, etc. During the year, the Company conducted various awareness programs and workshops at all locations. Employees are required to attend compulsory awareness and training program on POSH on our virtual learning platform

-    Percipio. During the year, the Company conducted training session for the ICC members and the HR team. The Company received five complaints pertaining to this and two of them were upheld and actions were taken within the purview of POSH. Two of the other complaints did not fall in the purview of POSH and hence were directed to the aligned HR for taking it up for closure. However, the investigation for one of the complaints was truncated due to the to the exit of the respondents prior to the completion of the investigation.

The Company duly resolved these complaints within the Financial Year.

Awards And Recognitions

The Company has been recognized in several important ways at the national and global levels, related to its leadership in specific industry verticals, and its robust HR practices.

-    Coforge was recognized with the "Market Maker Partner of the Year" award at the Pega ANZ Partner Summit 2024

-    Coforge was honored with the ServiceNow 2024 Emerging Industry Partner of the Year - Worldwide award

-    Coforge won the Silver at the Economic Times Human Capital Awards (ETHCA) 2024 for Excellence in Creating a Culture of Continuous Learning and Upskilling

-    The Coforge BPS Learning & Organizational Development (L&OD) team won the Meritorious Award for their exemplary use of Kaizen principles at the 37^th National Convention on Quality Concepts ceremony held by Quality Circle Forum of India.

Analysts Accolades

•    HFS recognized Coforge as an Enterprise Innovator in the Best Service Providers for Asset and Wealth Management, 2024 Horizon assessment.

•    Avasant positioned Coforge as an Enterprise Innovator in the Airlines and Airports Digital Services 2024 RadarView.

•    ISG recognized Coforge as a Leader in the Provider Lens Study - U.K., U.S. Salesforce Ecosystem Partners 2024

•    NelsonHall positioned Coforge as a

o Leader in the Salesforce Services NEAT - in the MuleSoft Services

o High-Achiever' in the Overall and Marketing Cloud Services segments.

o Major Player' in the Experience Cloud Services segment.

•    Everest recognized Coforge as a Leader in the Pega Services PEAK Matrix® Assessment 2024

•    ISG recognized Coforge as a Product Challenger in the ISG Provider Lens 'ServiceNow Ecosystem Partners 2024

•    Avasant positioned Coforge as a Disruptor in the Intelligent Automation Services 2024 RadarView.

•    Avasant positioned Coforge as a Challenger in the Gulf Cooperation Council (GCC) Region Digital Services 2024 RadarView.

•    Forrester recognized Coforge in the Automation Fabric Services Landscape, Q1 2024

•    HFS recognized Coforge as a Disruptor in the HFS Horizons Assuring the Generative Enterprise™, 2024

•    Forrester recognized Coforge in Continuous Automation And Testing Services Landscape, Q1 2024

•    Everest recognized Coforge as a Major Contender in the Financial Crime and Compliance (FCC) Operations Services PEAK Matrix® Assessment 2024.

•    Avasant positioned Coforge as a Challenger in the Multisourcing Service Integration 2023-2024 RadarView

•    MajorContenderin TalentReadinessfor Next-Generation IT Services PEAK Matrix® Assessment 2023 by Everest Group

Alliances, partnerships, and solutions offerings

-    P&O Cruises and Cunard partnered with Coforge for precision quality engineering & testing

-    Coforge launched Orion- A Gen Al-based autonomous self-service solution to enhance customer experience across multiple industries

CSR milestone

-    Coforge inaugurated The Coforge Public Library in Noida. An open-for-all, fully digitized, one-of-its-kind public library in Sector 59, Noida, the Coforge Public Library is spread over an area of 12000 sq ft. and boasts a collection of over 10,000 books, 3.5 crore titles available online, and 200 books in Braille

Acknowledgements

The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by employees of the Company during the year. In addition, the Directors wish to thank the Company's customers, vendors, bankers & financial institutions, all government & non- governmental agencies, and other business associates for their continued support. The Directors acknowledge and appreciate the support and confidence of the Company's shareholders and remain committed to enabling the Company to achieve its growth objectives in the coming years.

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Mar 31, 2023

The Members, Your Directors are pleased to present the Thirty-first Annual Report on the business and operations of your Company along with the audited annual accounts for the financial year ended March 31,2023 (FY2023). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE OF THE COMPANY

The highlights of the performance results for the FY 2023 are as follows:

Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
	Consolidated financials		Standalone financials
Income from operations	80,146	64,320	42,305	33,132
Other Income	619	518	5,879	4,005
Total Income	80,765	64,838	48,184	37,137
Profit before depreciation, exceptional items and taxes	12,620	10,887	9,835	7,753
Depreciation	2,585	2,272	1,087	838
Exceptional Item	523	0	523	-
Provision for tax & (deferred tax)	2,061	1,468	900	470
Non-Controlling Interest	513	530	-	-
Profit After Tax	6,938	6,617	7,325	6,445
Earnings Per Share (Basic) (In Rs.)	113.77	109.02	120.12	106.19

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

Operating highlights

The financial year under review has been a special one having achieved the coveted landmark of Coforge joining the US$ 1 billion revenue club. The US$ 1 billion revenue milestone has been achieved by Company''s relentless focus on its areas of expertise in the chosen verticals. Company''s investments in building capability in the areas such as cloud computing, digital services, low-code and no-code applications, AI and so on helped fortify these areas of expertise in the chosen verticals. This was also a year when we laid the foundation for our growth journey towards the next milestone of US$ 2 billion in revenue through significant investments and initiatives to materially enhance firm''s leadership, capabilities, and execution prowess.

We continued overhauling top leadership to include executives who have seen large-scale operations and expanding its reach across key verticals, service lines and selected geographies to set foundation for the next leg of growth.

The Company''s intense focus on execution led to robust deal signing with the total executable order book for the next 12 months at a record US$ 869 million, an increase of 20.7% on a year-on-year basis. The total order intake through the year stood at US$ 1.3 billion registering an increase of 9.9% on a year-on-year basis. Winning regular large deals has been one of the Company''s hallmarks for its sustained growth. During the FY 2023, Coforge signed 11 large deals across its focused verticals and breadth of capabilities. This included two large deals of US$ 50 million TCV, one each in BFS and Insurance space. The Company also signed 5 large deals of US$ 30 million plus TCV contracts during the year.

The continued growth momentum was coupled with retaining company''s vibrant and conducive work culture. The Company believes in continuously raising the bar and being an employer of choice; a testimonial to this being Coforge certified as both ‘Great Place to Work'' and ‘Best Workplaces for Women India'', second year in a row. During fiscal year 2023, Coforge was also recognized among India''s Best Workplaces in IT & IT-BPM 2022 - Top 50. These external accolades in the employee engagement were reflected in the Company''s attrition (LTM) number, which stood at 14.1% as of 31st March 2023 as compared to 17.7% 31^st March 2022. Coforge''s attrition rate continues to be the best among the IT industry.

Financial highlights

On a consolidated basis, revenues increased 24.6% to Rs. 80,146 million in FY 2023 from Rs 64,320 million in FY2022. The growth was led by BFS vertical which grew 47.0% in constant currency (‘cc'') terms in FY23 and contributed 30.7% to the total revenues. The TTH vertical grew 21.5% in cc terms and contributed 19.1% of the total revenues. The Insurance vertical saw a decline of 3.7% in cc terms and contributed 22.6% of the total revenues. Other verticals collectively grew 23.1% year-on-year in cc terms and they represented 27.5% of the overall revenues.

For the full year FY23, Company''s gross margin increased by 55 bps to 32.5% and Company has significantly invested in the front end leadership and capability enhancements throughout the year. EBITDA (before ESOP costs) increased by 21.5% during the year and stands at Rs. 14,649 million, translating into margin of 18.3% for the year. EBIT increased by 29.1% and stands at Rs. 11,468 million, resulting in margin of 14.3%, an improvement of 50 bps over the previous year.

The net profits (after minority interest) and excluding one-offs for the year increased by 22.7% and stood at Rs. 8,117 million, implying a net margin of 10.1%. The effective tax rate (excluding one-offs) for the year stood at 20.4% as against 17.0% in the previous year.

During the financial year, we added net 724 people to our headcount. Total headcount of the firm stood at 23,224, at the end of FY23. The firm added 480 fresh graduates from college in Fiscal 2023.

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 FY23, 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 64 per equity share involving a cash outflow of INR 390.60 crores aggregating during the year.

Transfer to Reserves

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

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report & change in nature of business, if any

There have been no material changes and commitments affecting the financial position of the Company subsequent to the close of the Financial Year to which Financial Statements relate and the date of the Report.

COMPANIES ACT DISCLOSURES & CORPORATE GOVERNANCEAnnual 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.coforge.com/investors/statutory-disclosures

Directors

The Company has appointed Ms. Mary Beth Boucher (DIN: 09595668) as Additional Director (Woman - Non Executive

Independent Director) w.e.f. May 07, 2022. The current composition of the Board of the Company is as under:

Note: *Ms. Mary Beth Boucher has been appointed as the Additional Director (Woman Independent Director w.e.f. May 07, 2022).

Directors retiring by rotation

Mr. Sudhir Singh and Mr. Kenneth Tuck Kuen Cheong, Directors, retire by rotation and being eligible, offer themselves for reappointment at the 31st Annual General Meeting of the Company scheduled to be held on 6th July, 2023.

Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 & SEBI Listing Obligations & Disclosure Regulations, 2015 as amended, Mr. Basab Pradhan was appointed as Independent Directors of the Company by the Shareholders upto June 28, 2024. There are two other Independent Directors on the Board of the Company Mr. Ashwani Puri & Ms. Mary Beth Boucher. The composition of the Board is in accordance with the terms of the SEBI Listing Obligations & Disclosure Regulations, 2015 as amended & Companies Act, 2013 as amended from time to time. On May 06, 2022, the Nomination and Remuneration Committee approved and recommended to the Board, the appointment of Ms. Mary Beth Boucher as Additional Woman Independent Director. The Board & Shareholders approved the said appointment of Ms. Mary Beth Boucher with effect from May 07, 2022 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 Obligations & Disclosure Regulations, 2015 as amended. 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

Name of the Director & DIN	Designation
Mr. Basab Pradhan (00892181)	Independent Director- Chairperson
Mr. Sudhir Singh (07080613)	Chief Executive Officer & Executive Director
Mr. Hari Gopalakrishnan (03289463)	Non-Executive Director
Mr. Patrick John Cordes (02599675)	Non-Executive Director
Mr. Kenneth Tuck Kuen Cheong (08449253)	Non-Executive Director
Mr. Kirti Ram Hariharan (01785506)	Non-Executive Director
Mr. Ashwani Puri (00160662)	Independent Director
Ms. Mary Beth Boucher (09595668)*	Independent Director

Company at https://25186482.fs1.hubspotusercontent-eu1. net/hubfs/25186482/Familarization-Programme-Independent-Directors.pdf 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 www.coforge.com

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 31,2023:

a) Mr. Sudhir Singh - Chief Executive Officer & Executive Director

b) Mr. Ajay Kalra - Chief Financial Officer

c) Ms. Barkha Sharma - Company Secretary

Changes in the status of KMPs during the year:

There was no change in the status of the KMPs during the FY 2022-23.

Number of meetings of the Board

The Board of Directors of the Company met 7 (Seven) times in the FY 2022-23. 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 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 FY 2023

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 Capitala) 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 1,73,928 (One Lakh Seventy Three Thousand Nine Hundred Twenty Eight) 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 Rs.61,08,70,800 as at March 31, 2023 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 (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.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility 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 and Disclosure Regulation, 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. Mr. Ashwani Kumar Puri - Chairperson

2. Mr. Basab Pradhan

3. Ms. Mary Beth Boucher*

Mr. Ashwani Kumar Puri, an Independent Director is the Chairman of the Committee and Ms. 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 Chairman with management officials including CFO/Internal Auditors/Statutory Auditors respectively before the quarterly meetings for his review and comments to incorporate the same.

Note:

*Ms. Mary Beth Boucher was appointed as member w.e.f. May 07, 2022.

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 Regulations, 2015 as amended. The Nomination & Remuneration Committee with the following as members:

1. Ms. Mary Beth Boucher - Chairperson of the Committee*

2. Mr. Basab Pradhan

3. Mr. Hari Gopalakrishnan Note:

*Ms. Mary Beth Boucher was appointed as member and Chairperson of the Committee w.e.f. May 07, 2022.

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 May 14, 2022, July 24, 2022, September 20, 2022, December 02, 2022 and January 14, 2023.

Stakeholders’ Relationship Committee

In terms of provisions of section 178 of the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Regulations), 2015, the Company has reconstituted Stakeholders'' Relationship Committee during the year. The Committee is headed by a Non-Executive Director Mr. Kirti Ram Hariharan and consists of Mr. Basab Pradhan and Mr. Patrick John Cordes as members of the Committee. Ms. Barkha Sharma Company Secretary is also is Secretary for Stakeholders'' Relationship Committee meeting

The scope of Stakeholders'' Relationship Committee is as per SEBI Listing Obligations & Disclosure 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 Regulation, 2015 as amended.

Corporate Social Responsibility (CSR) 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 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 Policy of the Company. 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 constitution of the CSR Committee is as follows:

1. Mr. Kirti Ram Hariharan (Chairman of the Committee)

2. Mr. Hari Gopalakrishnan

3. Mr. Ashwani Kumar Puri

4. Mr. Kenneth Tuck Kuen Cheong

Coforge- Corporate Social Responsibility FY23

CSR programs at Coforge Group are driven by care, compassion, and commitment. We are catalysts in transforming lives through our social initiatives. As a socially responsible corporate, we acknowledge our responsibility to enable growth and development of communities and to positively impact the environment. We have been earnestly trying to make a difference to thousands of lives through our interventions in the areas of education & employability, rural development, livelihood enhancement, animal welfare,

environment conservation and sustainability.

Our Focus: At Coforge, we are committed to identifying and supporting programs aimed at:

A )Education, Skill development and Employability: Education is a major catalyst for societal transformation. To bridge the educational equity gap, we help marginalised populations gain access to holistic, high-quality education and improve their skills for employability. Our programmes assist students in breaking free from the constraints of their socioeconomic background and realise their full potential. We have a solid programme in place, in collaboration with our NGO Partners, to assist the education of over 47300 children across the country. This includes not only funding for their schooling, but also teaching them life skills necessary for survival.

1. Udayan Care

We collaborate with Udayan Care to help marginalized girls continue their education. The Udayan Shalini project focuses on girls'' education so that they can lead a better life. Additionally, our

objective is to sponsor holistic development of 2600 children by supporting various educational, digital skilling, and skill development initiatives. Coforge''s executive team, and employees help to make this connection more meaningful and memorable by volunteering in recurrent visits and day-long workshops.

2. Vidya & Child

Through the Vidya & Child project, Coforge assists over 1310 children by sponsoring their studies, educational materials such as textbooks and workbooks, stationary, arranging life skills training, setting up computer labs and maintenance, renovating schools, planning various educational interventions such as field trips and awareness sessions, and coordinating numerous

recreational events. Coforge''s support contributed to lower school dropout rates, a better learning environment, and academic development for students.

started their small-scale businesses and increased income by more than 400% on average. The support of school fees helped students to stay in the mainstream of education.350 people from Kolhapur benefited from the entrepreneurship training program sponsored by us.

3. CYDA - (Centre for Youth Development and Activities)

Coforge works with CYDA to create an enabling environment in society for young people to grow as responsible and independent adults. FY 22-23 Coforge supported 1544 COVID affected families - widows for livelihood and children for education at Pune and Kolhapur locations. Through our support, affected families

Coforge assisted 200 people with disabilities and their families (1400) in becoming self-actualizing, respected human beings and socially equal partners. We assist them by holding screening and evaluation camps for appropriate assistive devices at the block level. 20 wheelchairs and 40 mobility aids such as callipers, walkers, crutches have been distributed, and children and parents have received instruction in their proper use and maintenance.

5. Sparsha

Coforge supported Covid affected families by sponsoring school fees, counselling, guiding to obtain schemes for social entitlements in coordination with SPARSHA TRUST. As a result, 32% of children scored more than 60% potential dropout children have continued their education, family income has increased, children started participating in various activities that shows increase in confidence. Coforge employees also volunteered to celebrate New Year with kids.

8. Vidyadaan Sahayak Mandal

Supporting needy students to their higher education in streams like engineering, medical, nursing, and teaching. The NGO partner hand holds them by providing individual counselling and mentoring for overall development. Through this intervention, we are supporting 145 students.

6. Ashagram

In coordination with Ashagram, Coforge supports 103 disabled children. These neglected young adults were alienated by families and society. Through our grant, they can sustain and live their life with dignity. We are sponsoring their medical

9. Kriti

expenses, helping with construction of girl''s residential care units, installation of CCTV cameras, sanitation and healthcare

Coforge supports Project Shiksha at Hyderabad in coordination with Kriti organisation. They work with 4 Government primary schools for capacity building of teachers, setting up the computer labs and other infrastructure. Robotics workshops with over 1000 children across 10 government high schools are also conducted. This program trains all the children on robotics and teaches the children 21 different activities in a one-day workshop. Further, interested children are included in a science club and given advanced kits so that they can develop their interest. These children are given monitoring support to encourage a real interest and understanding of the principals of robotics.

7. Lend a Hand-Skill development

In coordination with Lend a Hand, Coforge supports underprivileged youth in developing skills such as communication, networking, problem-solving, creative thinking, digital skills, teamwork. This project further helps personal development of 540 lives.

11. Community Library with RURAL EDUCATION AND DEVELOPMENT (READ) INDIA

As a service to the community, Coforge is setting up a state-of-the-art public library on 12000 sq ft area, in sector 59 Noida. This is the first time a corporate has stepped forward to set up a community library providing free access to high quality resources. On identifying the need, Coforge planned this immaculate contribution to the city of Noida. All communities and marginalized sections will be welcome to access resources in

10. Industry - Academia partnership

Coforge supported universities like Chandigarh University and Amity University to set up AI labs. These helped to provide agricultural solutions for farmers. These solutions helped

the library.This library promises to be an outstanding example of a sustainable library which houses a repository of books across

identification of diseased crops and developing low-cost smart crop monitoring systems. Coforge Lab has been leveraged extensively by students pursuing AI / ML studies to develop solutions listed above for the betterment of the society. Reached over 6000 students to enrich their knowledge

genres and multifarious notable authors. This knowledge hub would undoubtedly benefit the community.

B.Environment Conservation, Sustainability and Livelihood generation:

Every drop contributes to make an ocean, and every contribution towards the environment is valuable. To ensure that the global agenda of climate change and sustainability is driven in even the remotest areas, we at Coforge support multiple projects. We also focus on strengthening rural and urban areas by improving environmental, health care, women empowerment, infrastructure development, drinking water, sanitation, sustainable livelihood, animal welfare and organic farming.

3. Sehgal Foundation

We support rural development projects in 3 villages of Greater Noida and 10 villages of Hyderabad. Major interventions in the project are rejuvenation of village ponds, promotion of sustainable agricultural practices and transformation of school infrastructure. We are supporting usage of renewable resources by installation of solar streetlights, solar spray pumps, solar torches. We have helped to establish a ‘Village Development Committee'' and are supporting its capacity building.

1. BAIF (Bharatiya Agro Industries Foundation)

The objective of this project was integrated livelihood approach for enhanced income and food security of villagers. With a view to increasing farmers'' income multiple interventions were planned. This included promoting commercial vegetable cultivation through Hi-tech and trellis system of vegetable cultivation. This resulted in improving crop productivity. Breeding services for crossbreeding and methods to increase fodder availability were followed. Outreach :4584 villagers

Trellis and Hi-tech vegetable plots

2. Swayamsiddha:

This project focuses on improved agricultural practices &promotion of sustainable livelihoods. The NGO helps to distribute seeds and fruit saplings. They also advise on goat rearing and poultry as means of livelihood. Capacity building sessions, exposure visits, skill & entrepreneurship training are undertaken for villagers. The approach of the project is of comprehensive village development. Outreach: 5416 villagers

4. SAFE (Social Action for Forest and Environment)

Mini Biodiversity Parks (urban forestation) With a view to adding green cover in Noida and Ghaziabad,we are contributing to creating mini biodiversity parks at 2 locations. Under these projects two indigenous fruit bearing forest trails in Noida have been designed and developed that would eventually serve as a ‘green lung’. This would also help in improving air quality in neighbouring localities and serve as an educational tool for young students. This includes plantation of 40000 trees and maintenance, land levelling & preparation, and rejuvenation of ponds in the middle of the parks. This is Coforge’ s contribution to the city of its operations.

would also help in installing cloth bag vending machines to reduce use of plastic. The implementing partner would also mobilise transport vehicles for waste segregation and collection. Sessions would be planned for awareness generation. This project would impact a population of 44000.

6. Jnanprabodhini (Swadhar project)

We work with Jnaprabodhini organisation in Pasali valley, Pune for holistic rural development. The outreach is 7293 villagers. Our efforts included promoting organic farming for soil nourishment and reduction in usage of chemical fertilisers by 11,500 kgs. Fuel efficient stoves are promoted to reduce deforestation and pollution. We also hold interventions for improving women’s health. Livelihood generation activities such as goat rearing, helped to increase average income of farmers by 40%.

Lake rejuvenation at Noida - As per schedule VII, we are ensuring environmental sustainability. Coforge is supporting revival and rejuvenation of a Lake at Noida. In principle with water conservation, we would be using recycled water using sewage treatment plant. The team would also help to clean up the garbage dumping site and convert it to a lake.

5. ILRT (Institute of Livelihood Research And Training)

We signed up with ILRT for promotion of sanitation by Solid and Liquid Waste Management in Noida. This includes plastic waste collection from public places, research, and analysis.The NGO

7. Animal Welfare

Supporting over 1500 animals across 3 locations. The NGO partners( Voice of street dogs, Kannan animal welfare, People for animals ) help to arrange food, shelter,and medical assistance for stray animals.

Risk Management Committee

The Committee comprises of the following Directors:

1. Mr. Basab Pradhan (Chairperson)

2. Mr. Hari Gopalakrishnan

3. Mr. Sudhir Singh

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 RMC.

POLICIES OF THE COMPANYNomination & 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 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 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 unethical behaviour, 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 victimisation of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman 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 Regulations, 2015. The said Policy is available on the Website of the Company at https://www.coforge. com/

Risk Management Policy

The Company has developed and implemented a risk management framework for identification of elements of risk, which in the opinion of the Board need close scrutiny.

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 2022-23.

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. 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 formulated to monitor, regulate and ensure reporting of deals by employees while maintaining highest level of ethical standards while dealing in the Company''s securities. The policy is amended to bring it in line with the provisions of the prevailing regulations, from time to time.

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 company adopted a stringent penalty framework for any violations. Training programs were also conducted

to spread awareness and self-assessment test. Further, the Company is working rigorously on the effective compliance of SEBI PIT Regulations with all the amendments being discussed and their implementation within 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 and quarterly Compliance Certificates as required under the Regulations duly issued by Company Secretary/Ranjeet Pandey and Associates - Practicing Company Secretary firm after their review and assessment were submitted to Stock Exchanges.

Code of Fair Disclosure

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

PERFORMANCE EVALUATION

The Board carried out the annual evaluation of its own performance, of the Directors individually as also of its statutory committees, pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 as amended. The evaluation was based on a comprehensive set of criteria finalised by the board members. The Board considered the evaluation of the members based on one-on-one meetings, questionaire and the directors who were subject to evaluation did not participate in the process. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by Independent Directors. The Chairperson communicated the feedback to concerned stakeholders. The Directors expressed their satisfaction to the evaluation process.

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, the 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.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTIONConservation of energy and environment-friendly initiatives

Environmental sustainability aims to improve the quality of human life without putting unnecessary strain on the earth''s supporting ecosystems. The sense of environment sustainability shares the responsibility to conserve natural resources and protect global ecosystems to support health and wellbeing, now and in the future. It''s about creating an equilibrium between consumerist human culture and the living world. We can do this by living in a way that doesn''t waste or unnecessarily deplete natural resources. An ‘unsustainable situation'' occurs when natural resources is used up faster than it can be replenished.

We at Coforge Limited always strive to improve our environmental performance continuously to improve upon our carbon footprint performance and contribute our bit towards environment we participated in the annual flower shows and winning the same for fifth years in a row. At Greater Noida the company is having a lush green 25 acres campus comprising of a “Valley of Flowers”, Herbal Garden and Fruit Garden. We also encourage our employees and clients for tree plantation activity in the nearby villages and forest area.

As a major initiative for the resource consumption in the campus, we have adopted the sensor based water taps for water dispensing and lighting system. To reduce the fresh water consumption, wastewater being recycled with the onsite available water treatment system and is being utilized for low-end uses, i.e. Horticulture, Flushing etc. The employee transport fleet has been converted from diesel/ petrol to CNG, which is a cleaner fuel and significantly reduced the company''s carbon footprint. The roof top area of the offices are being utilized for the solar energy generation, which contributes to reduction of carbon foot print of organization, along with that the management has also working toward getting a solar based energy connection of 4 MW to power the campus facilities. This would be a leap to meet the global standards and join the sustainability crusade.

As a part of green initiative, as well as to improve upon the energy consumption pattern we have migrated from LPG connection to PNG Connection aiding us save 10-15 % on our energy consumption requirement and also helped us improve our carbon footprint and minimize hazards associated with the use of gas cylinders.

Coforge offices are single use plastic free zones and plastic waste generation is limited to the packaging material, the same

is being disposed thorough authorized recyclers. Food and horticulture waste material is being process in house for manure production, which is utilized further in horticulture. E- waste material generated from the campus is being disposed only through government authorized recycler in environment friendly manner.

Coforge Greater Noida campus got recertified with LEED Green Building Platinum standards for operation and maintenance from US Green Building Council. Same is being projected for other location offices.

At Coforge we don''t leave a chance to showcase our environment commitment, like every year this year also we participated in Noida Floriculture competition conducted by Noida Authority and stood first in the competition fifth year in a row.

Coforge is certified with Environment Health & Safety Management System (EHSMS) in agreement of the i.e. ISO 45001:2018 and ISO 14001:2015 standards. To ensure the effectiveness of the standards, the management system undergoes though periodic internal and external surveillance audits.

Environmental commitment cannot be fulfilled alone until we all are aware of our environmental impacts, until we inculcate concept of sustainability in our routine and to achieve the same we have also launched environment health safety training module at global level where every employee needs to go through the awareness training to improve its environment act.

Technology absorption and R&D (Research & Development)

Coforge is a client centric and growth obsessed organization, focusing on providing holistic and integrated solutions that are Desirable (Strategic Design), Viable (Domain Consulting) and Feasible (Enterprise Architecture) 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 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.

Amongst others, following are the key technologies and horizontal capabilities that Coforge has used effectively during FY23:

Generative AI: Burgeoning technology area, has garnered significant interest among our clients. Over the past year, we have been at the forefront of evangelizing Generative AI and have implemented use cases for BFS, Insurance, Travel, Hospitality and Healthcare verticals. By working closely with Microsoft for Azure OpenAI platform, a renowned leader in this space, we have implemented innovative use cases.

Metaverse: Emerging technology area, has sparked significant interest among our clients. Over the past year, we developed various use cases in areas such as virtual bank branches, travel desks, contact-centre, employee onboarding, training, and Digital Humans, among others. We also organized our annual two-day Technology Conference in the Metaverse, allowing hundreds of Coforge personnel to remotely participate in the conference. Our partners for Metaverse include Microsoft, Virbela, Gesture Research, Pointr, and others. Our efforts in the Metaverse space have been recognized by HFS Research, which has identified Coforge as an Enterprise Innovator in their Horizons 2023 -Metaverse Services research report.

Blockchain & Web3: These technologies have matured now and new & better use cases are emerging. Coforge has been actively participating in this arena with partners like Hedera and AWS. Innovative solutions have been developed for our clients including for Belgium based Insuretech startup and Swirlds labs. Our product for Invoice discounting marketplace has garnered much interest from the market.

Composable Architecture: Has emerged as an effective solution to address the challenges of enabling seamless and consistent experience across multiple touchpoints and channels while delivering at accelerated pace. We have created reference architecture and frameworks to support Composable Architecture for Banks. By leveraging micro frontends and composable architecture, banks can empower product squads to work independently in parallel to develop micro apps. These apps get composed seamless to provide the users a modern cross-channel experience. We are already implementing this

with a UK bank and have consulted with a middle east bank to take a composable architecture approach in their multi-year program to modernize their corporate portal.

Hyper-scalar Alignment & Investments: We have placed our big bets on realizing at improved velocity the Journey to Cloud for our clients and have made deep investments in aligning our operating model to AWS, Azure and GCP dedicated hyperscalers structure with integrated solutions cutting across Infra Apps Data. We lead with Cloud maturity assessment, define the disposition strategy using R-Lane analysis and create a business plan based on the Cloud economics and its associated benefits

Strategic Design and Marketing: We are building strategic partnerships in this space and co-work with our partners to take human centred approach to solving client problems. Our differentiated approach includes: interviewing stakeholders, conducting ethnographic research, identifying personas, building customer journeys and realizing MarTech and Commerce implementation and rollouts.

Cybersecurity and Compliance: We focus towards information security and ensure we are in line with modern day IT and cyber security challenges. Coforge has made significant addition to its cyber security preparedness by integrating third-party Threat Intelligence Services. We now leverage advanced services including Dark Web and Deep Web Monitoring, Attack Surface Management, Brand Protection, and Cyber Threat Intelligence for safety and privacy of our information assets. We have integrated IBM QRadar SIEM platform for automated event and log monitoring of compute and network devices in our network. The platform has also been integrated with other security platforms in use at Coforge, giving our 24x7 dedicated Cyber Intelligence Centre team a unified way of assessing threats and a high level of automation towards accurately identifying and reporting for quick remediation. We have achieved advanced compliance certifications like SOC2 Type 2 HIPAA, in addition to ISO27001, across the firm. Demonstrating the maturity of our Business Continuity Planning, we have also achieved BCMS 22301:2019 certification for our Greater Noida, Bengaluru, Pune, and Kolhapur centres. Some of the notable new initiatives planned this year are, Enterprise-wide Privileged Access Management, to ensure controlled, monitored and Just-in-Time access for privileged accounts; and advanced technologies for Automated Detection and Autonomous Response to fast spreading threats like Ransomware. We are also focusing on Zero trust security framework that has been gaining popularity among organizations globally as a proactive approach to cybersecurity for data protection and governance that focuses on maximize the business value of customers data while maximizing security and reducing compliance risks. Over the past 1 year Coforge has helped multiple customers in their journey to achieve zero trust security implementation.

Digital: Consumer expectations are evolving at an unprecedented pace, this is creating more demand than ever before for powering meaningful Digital Experiences, Products and Services to increase Consumer Delight. To solve for this, we at Digital are focused on creating Business Value by powering Consumer Solutions at Speed and Scale. As a part of our Digital Value Proposition, we focus on the below areas: Innovating Businesses, Elevating Experiences, Contextualizing Actions, Digitalizing Processes, Modernizing Systems, Connecting Enterprises and Productizing Solutions. In order to bring the above Digital Value Proposition to live, we have meaningfully organized our Digital organization into 4 Practices to drive specific capabilities: 1) Interactive Services: All Experience related capabilities are housed in Interactive Services Practice. Innovating Businesses and Elevating Experiences part of the Digital Value Proposition is aligned to this Practice. 2) Product Engineering: All Modernize related capabilities are housed in Product Engineering Practice. Modernizing Systems and Productizing Solutions part of the Digital Value Proposition is aligned to this Practice. 3) Connected Enterprise: All Responsive related capabilities are housed in Connected Enterprise Practice. Modernizing Systems and Connecting Enterprise part of the Digital Value Proposition is aligned to this Practice. 4) Intelligent Automation: All Optimize related capabilities are housed in Intelligent Automation Practice. Contextualizing Actions and Digitalizing Processes part of the Digital Value Proposition is aligned to this Practice.

Salesforce: We help enterprises build stronger, more valuable relationships with customers and partners across all engagement channels. We combine our deep industry / domain expertise with the senior mix of Salesforce technical and functional experts that is required to implement complex Sales, Service and Marketing transformations. We have worked on multi-pronged strategy creation for our clients to reengineer legacy infrastructure through digitization into a modern state-of-the art platforms. Keeping the cloud architecture vision in focus, Coforge''s solution focus on abstracting data from mainframes through core APIs and serverless technology on the cloud. DynamicCustomer Journey Orchestration solutions are developed for Mortgage Lending and Underwriting on Salesforce Financial Services Cloud and Service Cloud leveraging various Salesforce technologies including Lightning Web Component (LWC), OmniStudio and Salesforce Flow technologies. This reusable journey orchestration solution can be easily configured for Personal Loans, Auto Loans and Credit cards. Based on specific customer needs, we have developed several reusable frameworks to include: 1) Loan origination customer journey orchestration which can be applied to Consumer, Credit Card, Mortgages and other types of loan products. 2) Insurance industry Broker Management, to understand and manage the profitability of activities of a large Broker network. 3) Customer Service Disruption Management for the travel industry.

MuleSoft: We help remove data silos and create a seamlessly

Pega:

• Intelligent automation, Decisioning driven 1:1 customer engagement and customer service:

Intelligent automation refers workflow and RPA driven case management, 1:1 customer engagement refers to personalized interaction (Sales, Service and Marketing) between a customer and a business representative, leveraging the core AI engine. Pega has invested significantly in this technology and leveraging it for their core account growth strategy using Predictive analytics, Adaptive model Natural language processing (NLP), Text analytics, Decision management using customer decision hub (CDH) and native platform machine learning capabilities. Coforge DPA has invested building this capability and built use cases across insurance, banking, public sector and others.

• Interactive, high performant and responsive UI/

UX: Pega Cosmos React & now constellation-based architecture includes a range of pre-built UI components that can be used out of the box or customized to fit the specific needs of a project, which are flexible to connect to multiple systems, utilising Pega headless architecture delivering seamless user experience across different devices and multiple sources of data.

• Workflow and IDP synergy: Intelligent Document Processing (IDP) combines artificial intelligence (AI), machine learning (ML), natural language processing (NLP), optical character recognition (OCR), and automation to extract, analyse, and process data from various types of documents. IDP systems are designed to handle complex, unstructured, and semi-structured data from sources such as forms, invoices, emails, contracts, and other business documents. DPA is also actively proposing QUASAR (An in-house intelligent document management system (IDP)) to clients supplementing Workflow solutions for scenarios like document ingestion, Pre-processing, Text analysis and extraction and continuous learning, in use cases like Claims and KYC.

• Cloud migration and Upgrade: The latest versions of Pega 8.8 Cloud features enable customers achieve on demand scalability and enhanced security using modern Kubernetes container-based architecture, keeping the user experience seamless. Coforge has built accelerators for Pega 8.8 upgrades including migration tool kit, upgrade assessment and pseudo code. Using this upgrade service offerings, we have delivered for one customer and have signed two more opportunities.

• Coforge Healthcare (INFUSED) has developed multiple solutions to provide though leadership client namely

connected ecosystem that allows instant access to information and drives new, data-driven insights. Seamless customer experiences require companies to create a fully connected ecosystem, where data is continuously collected, analyzed and transformed to serve the needs of the entire value chain. The need is not only for a point-to-point integration but a multi-point to multi-point cross connect systems. Unlocking data from legacy and/or business critical applications (leveraging out-of-the-box connectors from MuleSoft), connecting to legacy applications (such as files, queueing, databases etc.) and SaaS-based applications (such as workday, SAP, Service Now etc.) and surfacing data from these disparate applications into granular micro-services (alias System APIs), along with functionality (such as data transformation / data aggregation / data orchestration) embedded within Process APIs (across lines of business) helps in building an API economy and thereby monetizing those APIs to deliver business outcomes quickly, with reduced operational overheads. Our proprietary Mule 4 - Migration as a Service (M4-MaaS) helpsaccelerate migration from Mule v3.x to Mule v4.x at a rapid pace and at a fraction of a cost. Our migration accelerator was vetted by MuleSoft product team as well and today Coforge along with MuleSoft have a combined Go-To-Market migration strategy to drive customers moving towards Mule 4 and to take advantage of all the enhanced features. Another key value add to talk about is our proprietary Retail Framework. Coforge has a huge presence within the retail sector and what we understood from our experience working with our customers is that there is a lot of commonality in terms of the digital initiatives that all our customers think about (such as single view of inventory, 360 degree customer view, omni channel initiatives etc.). Coforge''s Retail Framework helps in accelerating and delivering projects faster, as we leverage prebuilt data models and customize them as required for our customers.

Data & Analytics: We support our clients across 4 main areas helping them: 1) Modernize: Big Data, Cloud Data and Data Management services help customers modernize data ecosystems (such as cloud data migration to AWS, Azure and GCP). 2) Monetize: Business Analytics innovations leveraging latest analytics technology platforms (e.g. Snowflake, Databricks, Power BI, Celonis, Denodo, Dataiku) to help customers implement data analytics and data science use cases for actionable insights. This also contains pre-built frameworks and algorithms to accelerate data science development (e.g. Credit and Financial Crime Risk or Marketing decisioning). 3) Manage: Consulting frameworks and templates to create and implement data and Analytics strategy and to drive awareness and adherence (e.g., data governance policies and procedures, predictive model review /validation as per OCC guideline). 4) Cognize: Cognitive AI solutions for text & document mining, creating knowledge graphs, Advanced analytics on Audio, Images and Videos to derive insights (e.g. advanced analytics algorithms for image, text, video classification).

Interqual Connect Asset on Pega Marketplace facilitating clinical information intake and workflow for Pega Care Management clients, ARC Asset (Authorizations Rule Center) for managing prior authorization rules in multiple systems (demo capable mid-May). It also has architected disruptive platform for next generation provider office technology solution.

Appian & Low Code No Code:

• Hyper automation powered by AI: Coforge has effectively used the Hyper automation capabilities of Appian like RPA, AI, Unified Workflows and IDP to modernize and automate elaborate workflows in traditionally manual processes. Our industry specific solution accelerators created for Insurance, Finance, Public Services and Travel have gained significant interest because of the end-to-end AI led automation leveraging the amazon.ai capability embedded in Appian.

Using low code no code intelligent process automation and API based routing, Coforge designed a trade management application for crypto brokerage enabling brokers, to access real time market data, place trades and monitor portfolio performance in real time. In this solution, Coforge integrated Tradius system to initiate the orders.

• Smart citizen central service using low code no code:

Coforge has designed a smart citizen central service for public legal aid application, on the Appian low code no code platform embedding NLP & chatbot for automating citizen query responses, prompt report statuses and ongoing intelligent workflow.

ServiceNow CoE: We have a dedicated ServiceNow CoE with 200 ServiceNow Consultants having experience of 50 implementations across Fortune 500 customers supporting 65,000 fulfiller licenses with over 1 million configuration items/assets in complex environments comprising of multiple integrations. ServiceNow CoE delivers ServiceNow Consulting services, Implementation & Integration Services and Managed Services and have developed accelerators such as LicenseWise (track & optimize ServiceNow Licenses), One-Click Translator (for translating knowledge articles, notifications, catalogue in language of choice), GuardRailNow (Health Scan utility to check configuration issues and recommend fixes). We are Elite Segment Partner for US, UK and India region and has been identified as Rising Star in ISG Provider Lens™ (IPL) Quadrant study on “ServiceNow Ecosystem Partners 2023 ISG Provider

lens™ Study”

Cloud & Infrastructure Management Services (CIMS): We

run business-critical systems and operations for our global customers while ensuring security and scalability across public, private and hybrid clouds. We help clients reimagine and modernize their IT infrastructure strategy towards a flexible cloud environment that delivers fast and efficient business value while delivering superior digital workplace experience for their employees. Our service offerings span across Cloud, DevOps & Automation, Data Centre, Network, Cybersecurity, Digital Workplace Services, and IT Ops Management.

Business Process Solutions (BPS): The BPS unit leads with a digital-first approach, deep domain expertise, led by experienced consultative practitioners - to deliver value in our 3 E model - enhance customer experience, improve business effectiveness and increase efficiency. Our domain expertise covers industry specific solutions like Banking, Cards, Mortgage, Financial Services, Insurance, Travel and Hospitality and crossindustry solutions. The services we offer leverage leading technology platforms and also point solutions with our tools like Copasys, a patented QA automation software to drive digitized processes in a platform plus services model. This is what leads to our core strategy of “Digital First, Digital Now” as we approach solving some of our customers'' compelling business problems built on over 20 years of experience with 6,500 BPS experts delivering work from centers across USA, India & Philippines.

Quality Engineering: We provide Quality Engineering & Testing services using an automation-first approach to drive software and application quality. Our Quality Engineering services -enabled by 2,400 passionate Quality Engineering experts -are designed to inject speed, quality, productivity, and intelligent insights across the SDLC. Whether customers want to accelerate time to market, reduce costs, or transform their testing function and workforce, Coforge Quality Engineering has the right skills, capabilities, and accelerators to help them succeed. Our suite of frameworks and accelerators leverage AI for self-healing and autonomous automation. We offer services around: QE Transformation, Test Lifecycle Automation, Business Assurance, Digital Assurance, and Enterprise Application & Product testing.

Foreign Exchange Earnings and Outgo (Rs. Million)

Particulars	Year 2021-22	Year 2022-23
Foreign Exchange Earnings	29,608	39,256
Foreign Exchange Outflow	11,293	14,545

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future

During the year, no order was passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen controls.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2023, the Company has subsidiaries in the United States of America, United Kingdom, Germany, India, Singapore, Thailand, Australia, Dubai, Spain, Poland, Netherlands, Romania, Sweden, Malaysia and Japan

Details about the companies which have become/ ceased to be subsidiaries during the Financial Year

The Company has not acquired any company directly during the year. However, two new step down subsidiary companies were incorporated:- Coforge Solution Pvt. Ltd., India - Coforge Japan GK, Japan

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is included in the consolidated financial statement and the same has been annexed to this Report as AOC-1 given in Annexure C.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited Financial Statements of the Company, consolidated Financial Statements along with relevant documents are available on the website of the Company (www. coforge.com).

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

The Company has not given any loan to any person and any other body corporate. The Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013 by the Company, have been disclosed in the financial statements

The details of the securities acquired by the Company of other body corporates is given as under

(Amt. in INR Mn.)
Investments in equity instruments in subsidiary companies (fully paid)	Investment value as on March 31, 2023
2,837,887 (31 March 2022: 2,837,887) Shares having no par value in Coforge Inc. USA	156
16,614,375 (31 March 2022: 16,614,375) Shares of 1 Singapore $ each fully paid-up in Coforge Pte Ltd., Singapore	703
3,276,427 (31 March 2022: 3,276,427) Shares of 1 UK Pound each fully paid-up in Coforge UK Ltd., UK	204
537,900 (31 March 2022: 537,900) Equity Shares of Euro 1 each fully paid-up in Coforge GmbH, Germany	185
50,000,000 (31 March 2022: 50,000,000) Equity Shares of Rs 10/- each fully paid-up in Coforge SmartServe Limited	500
1,000,000 (31 March 2022: 1,000,000) Equity Shares of Euro 1 each fully paid-up in Coforge Airline Technology GmbH Germany	224
5,000 (31 March 2022: 5,000) Ordinary Shares of 1000 AED each fully paid in Coforge FZ LLC Dubai	63
5,000,000 (31 March 2022: 5,000,000) Equity Shares of Rs. 10 each in Coforge Services Limited	25
4,047,631 (31 March 2022: 4,047,631) Equity Shares of Rs. 2 each in Coforge DPA Private Limited	4,701
2,13,779 (31 March 2022: 2,13,779) Equity Shares of Rs. 10 each in Coforge SF Private Limited	2,392
541,895 (31 March 2022: 541,895) Equity Shares of Rs. 10 each in Coforge Business Process Solutions Private Limited (Formerly known as SLK Global Solutions Private Limited)	9,183
Total equity instruments	18,336

Particulars of Contracts or arrangements with Related Parties

The Related Party Transaction Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee. The Board has the Policy in line with the recent amendments in SEBI Listing Regulations and is uploaded on the website of the Company at https://25186482. fs1.hubspotusercontent-eu1.net/hubfs/25186482/policy-on-related-party-transactions-new.pdf

A Statement of all related party transactions is presented before the Audit Committee on a quarterly basis and prior/ omnibus approval is also obtained for the entire year, specifying the nature, value and terms and conditions of the transactions. None of the transactions with the related parties fall under the scope of Section 188 (1) of the Companies Act, 2013. Details of Related Party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2 in Annexure - D.

Management’s Discussion and Analysis Report

In terms of Regulation 34(e) of the SEBI (Listing Regulations), 2015 as amended from time to time, the Management''s Discussion and Analysis Report is set out in this Annual Report.

Business Responsibility and Sustainability Report

The SEBI (Listing Regulations), 2015, read with SEBI Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 has prescribed the format for the Business Responsibility and Sustainability Reporting (BRSR) in respect of reporting on ESG (Environment, Social and Governance) parameters by listed entities mandates the inclusion of Business Responsibility and Sustainability Report (‘BRSR'') for top 1000 listed companies based on market capitalization as on March 31, 2023. In compliance with the same the Company has formulated Business Responsibility and Sustainability Reporting Initiatives, Policy, and Framework at its Board Meeting held on April 27, 2023. The BRSR Report for the Financial Year ended March 31, 2023 has been enclosed with this Report.

Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Regulations), 2015 as amended from time to time, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor''s in terms of Part E of Schedule V of the said Regulations of the Company forms an integral part of Corporate Governance Report.

Compliance with applicable Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs with all amendments thereto.

AUDITORS & AUDITORS’ REPORT/CERTIFICATE

a. Statutory Audit:

M/s S R Batliboi & Associates LLP (FRN 101049W/ E300004) have carried out Statutory Audit under the provisions of section 139 of the Companies Act, 2013 for the financial year 2022-23. The Report given by Auditors forms part of this Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

b. Secretarial Audit:

During the year, the Board of Directors of the Company appointed Mr. Ranjeet Pandey (Membership No.5922) of M/s Ranjeet Pandey & Associates, Company Secretaries (CP No.-6087), in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed thereunder, for the Financial Year 2022-23. The Secretarial Audit Report for the financial year ended 31^st March 2023 was considered by the Board in its meeting held on April 27, 2023 and the said Report given by Secretarial Auditors is annexed to this Report as Annexure-E. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

c. Internal Auditors:

The Board on the recommendation of Audit Committee had appointed M/s KPMG Assurance and Consulting Services LLP, Limited Liability Partnership, Firm Registration Number: AAT- 0367 as its Internal Auditors of the Company. The Internal Auditors report to the Chairman of the Audit Committee.

The Internal Audit teams monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on their reports, the corrective actions in respective areas are taken to strengthen the controls. There are no significant audit observations made by Internal Auditors.

d. Auditors Certificate on Corporate Governance:

As required by SEBI (Listing Regulations), 2015, the Auditor''s Certificate on Corporate Governance is provided within the Corporate Governance Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

e. Cost audit & records:

Section 148 of the Companies Act, 2013 is not applicable on the Company. Therefore, cost audit has not been conducted for the financial year 2022-23 and records are not maintained.

f. No fraud has been reported by the Auditors to the Audit Committee, Board or any other relevant authority.

HUMAN RESOURCE INITIATIVES

Nurturing a positive corporate culture is integral to our business and it reflects in our phenomenal growth. Guided by our vision ‘Engage with the Emerging'', we have been delivering best-inclass solutions using new-age technologies, and our mission ‘Transform at the Intersect'' has cemented our position as an expert in focused industry verticals.

We follow through 4E strategy for curating a holistic employee experience, which entails - Examining the pulse of the organization

on an ongoing basis, taking actions around Engagement, Education through robust learning and development initiatives, and Encouragement for meaningful interactions with our people. The outcomes of these interventions are visible through our key people indicators like retention, EES Scores and external recognitions.

As an organization, that over the years has lived by the belief ‘Coforge is People’, & thanks to all our collective efforts, we were able to emerge stronger - stay the course of our growth story, continue to deliver value to our customers, and remain focused on nurturing our culture.

Elements of our strategy have been listed below:Examine

We at Coforge use various tools to assess and monitor the pulse of our employees. My Voice, Annual Employee Engagement Survey (EES) is our most comprehensive tool that focuses on key areas like professional growth, work-life balance, training, teamwork, commitment index, and so on.

Similar to last year, Coforge participated in Great Place to Work (GPTW) survey. We got certified as both Great Place to Work and Best Workplaces for Women India, second year in a row. This year, Coforge was also recognized among India''s Best Workplaces in IT & IT-BPM 2022 - Top 50.

Engagement

Keeping our employees engaged continues to be our top focus and priority. We''re proud to say that we''ve been able to keep our employees engaged through a framework that revolves around several aspects.

The various Leadership and HR connect sessions and Townhalls we have had with our employees on a periodic basis has kept the fuel burning and kept everyone engaged with the growth the organization is witnessing. The appreciation through our regular Inspire Awards, Spot Awards and Gratitude Month activities has kept the spirits of all our employees very high. The various fun activities that have happened at various junctures when we celebrated big events like Coforge Day or Diwali/Holiday party has been assimilated by employees in a beautifully positive an inexplicable manner. Such engagements have gone a long way in keeping our employee base motivated.

Celebration of festivals is another such activity that brings the entire employee base together. Small quiz sessions with gifts as takeaways have gone a long way in bringing some fun elements along with the commitment that every employee brings in terms of their contribution to the organization.

Regular HR Leadership connect sessions with the new joiners is another such event that has garnered a lot of acceptance amongst our fresh hires and has gone a long way in establishing

the trust that is needed for a win-win situation for the employee and the organization.

Several technical and non-technical learning opportunities were also created for our employees to help them upskill themselves and grow within the organization.

Overall, the year was filled with a number of touchpoints with every employee starting from fun to learning and growing within the organization, the culmination of which was the employee satisfaction survey where we scored very similar to what we had scored the previous year. Our employees are equally satisfied and even more committed to the journey of Coforge! Winning the Bronze Award for Excellence in Employee Retention Strategy by Economic Times Human Capital Awards is a testimony to these practices and efforts.

Education through Capability Development

A systematic approach to the Learning and Development (L&D) of employees is vital for any organization. At Coforge, we are focused on building people''s capabilities to create a future-ready workforce that contributes to achieving business goals of the organization. We offer an immersive, agile & global learning solution with diversified learning methodologies which include cutting-edge content & hybrid methodology of learning. With our one-of-a-kind learning framework and future-facing approach, we integrate technology seamlessly into our holistic learning strategy & solutions cutting across technical, domain, functional skills and human skills.

Annual Training Snapshot

Training Category	Hours of Training
Safety, Security & Diversity related	31,138
Behavioural, Leadership & Management	32,000
Technical, Domain & Functional	352,897
Total	416,035

Leadership & Behavioural Training

An agile learning ecosystem skilling the firm for the future and to create impactful learning solutions catering to all leadership, sales, behavioral & human skills capability development''. We have designed an experiential and impact-driven approach for developing employees, team leaders, and managers to learn, practice, and implement behaviour change and related attitudes further enhancing personal efficiency and performance.

In the LEAD canvas, we have created a holistic set of solutions:

- Virtual Instructor Led Learnings

- Anytime Anywhere Solutions

- Learning from the Experts

- Sales Capability Build

- Providing them an opportunity to interact and engage with them

- Creating an informal cohort network for you to leverage in your Coforge journey

LEAD Learning Catalogue

LEAD is working towards strengthening a learning culture at Coforge to:

- Align learning to org and global employee needs.

- Create a continuous learning experience through multiple learning avenues.

- Strengthen L&D presence across the globe.

- Acknowledge & recognize learning & learners - build learnability.

- Showcase & report-out progress & impact stories.

Apart from our open calendar offerings, here are few high impact solutions delivered in FY 23:

1. LPODs (LEAD Programs on Demand): Delivered ~ 25 customized blended solutions addressing business-specific learning needs across verticals, geos, service lines & functions.

2. Senior Leaders New Hire Assimilation Program: This program is aimed at helping the new leaders in:

- Gaining a deeper understanding of the firm, our priorities and key business drivers

- Better navigating the organisational matrix by meeting the Coforge leadership

3. Promoting usage of GlobeSmart: A platform which provides an effective, user-friendly intuitive global learning experience to approach intercultural differences in a meaningful way. It advances inclusion, increases collaboration, builds interpersonal relationships and eliminates boundaries with peers, customers & stakeholders for organizations to succeed globally.

4. Building LEAD presence globally: Open calendar programs catering to all time zones. Focussed Anytime Anywhere solutions to bridge the learning gaps by leveraging platform like Percipio. Designed contextually relevant programs for the global audience. Engaging with global business leaders via panel discussions, fireside chats.

5. Launched ELEVATE - Navigating Leadership Transitions: A global structured 3- month long learning journey for all our middle managers that aims at building the mindsets and skillsets for role effectiveness and is curated around three focus areas - Managing self, Manging teams & stakeholders and Building business alignment. Consultative approach with business leaders, identified 6 leadership competencies for people leaders. This is a blended learning journey leveraging vILT'' s, self-paced & leaders masterclasses.

6. Continued rigour & focus on compliance trainings.

Technical/ Functional / Domain Training & Certification through iEnable

iEnable is one-stop solution for all technical, functional, and domain learning solutions for the firm ensuring our employees'' skills stay contextually relevant and they always have the edge!

In alignment to the deep-rooted legacy of training, we have a dedicated training team that partners with the business to design & deliver learning solutions for different roles across the organization for employees across the globe to upskill & crossskills employees including:

• New Joiners

• Existing Staff Members

• Professional Accreditation through relevant Certifications

As learning culture is critical for keeping up with workplace

transformation, it is imperative to give the employees opportunities

to up skills and tools they need to thrive in a remote environment.

Mentioned below are few aspects:

1. Ensuring availability of learning opportunities outside of formal company trainings to employees by alliances with multiple external enterprise learning partners

2. Executives and Leaders involvement to contribute

and support learning at work by strategizing and initiating learning and capability enhancement drives

3. Capability Enhancement/ Upskilling through Service Line Training: Multiple planned learning interventions are facilitated by the Horizontal contributors of the Organisation the Service Line COC''s like - QE, Data & Analytics, Digital, AI, Software Engineer, CIMS, Sales Force, Mulesoft, and Pega & Appian to build capability. Through these training we focus on upskilling technical employees- on niche technologies, domain and client specific requirement - it enables the organization to beat the competition and achieve strategic goals. Upskilling

4. Quarterly Training Calendar for Laterals PACE (Pro Active Capability Enhancement) specially curated Calendar in collaboration with Horizontals to build focused & efficient Learning & Development plan

- Upskill/Cross-skill on the market-ready technologies relevant to the Clients for existing Laterals deployed to various projects/ accounts

- Continued support as per the projection from RDG for new hired Campus Graduates Boot Camp / GET Training

- Pool Upskilling to continually keep a robust pipeline to meet the emerging requirements

5. Building Professional Credibility around Azure, AWS, GCP, SAFe Agile, Scrum, POPM and Pega Appian - 2204 professionally certified workforce - as on31 March in FY''23, to enhance capabilities and create a future-ready workforce.

- Training Certification to enhance capability through certifications like Azure, Salesforce, AWS, ISTQB

- Participation in specially designed Microsoft Future Ready Champions of Code Certification & CLOUD Certification Drive with 112 certified workforce out of 660 SM participation.

6. Partnership For Success

- Leveraging the Learning Partner Portals like Percipio, Microsoft ESI, AWS, GCP, AWS, AIT, LOMA, ISTQB, Unqork, Appian , ITIL, Mule Soft, Focus on Force, Trailhead to access the free Training & Certification programs available

a. Ensuring availability of learning opportunities outside of

formal company training to employees by alliances with multiple external enterprise learning partners in alignment with our stakeholders request like - Decisions Portal, Respective D&A technology portals & Thought Machine

b. Adoption of Percipio - the intelligent enterprise Learning Platform - providing a culture of continuous self-learning thus enabling team Coforge to stay abreast of the emerging technologies. With an increase in the adoption trend

c. Through Percipio we also offer specialized Aspire Learning Journeys- are Role-based training across key in-demand career paths from Data Scientists to AI Developers to CloudOps Architects to SecOps Engineers. From a Data Analyst working with Excel to a Data Scientist utilizing best practices with Python. Aspire Journey helps to accelerate skill development

7. Domain Training

Dedicated Domain specific, self-paced learning programs across Verticals for continual improvement through Learning Portals like Percipio and Udemy

• Insurance Domain: Basics of Insurance Level -1 Training for all employees mapped with INS BU

• TTH Level 1 Domain Training ongoing embellishing Learning Academy

• BFS Domain Training: AWS Cloud Journey Learning for Santander employees

• Specific Trainings led by Instructors/Practitioners to cater to individual development needs mapping to the respective Verticals/Horizontals

• External Experts for Deep Dive discussions from renowned organizations like, Percipio Microsoft etc. together and created Lounges for discussion and query resolution.

Co-Build with HBU’s to meet the Upskilling & Reskilling Needs of the Organization, L&D Team in Collaboration with HBUs, have set up various Academies to empower employees in leveling up their skills. Technical Training team at Coforge (iEnable) launched PACE [Pro -Active Capability Enhancement] - A specially crafted training calendar comprising the latest technologies to meet the skill build agenda in collaboration with respective HBU''s

HBU	Count of SMs Covered
Digital	1459
Data & Analytics	824
QE	1623
CIMS	1783
DPA	12368
DE	528

8. Functional Competency Building and supporting with relevant learning offerings

- Upgrading Functional knowledge to enhance skills workforce can manage work more efficiently and effectively like ITIL - 230, SAFe, Agile PMP - 483

- Launch of PM Upskilling Series for existing/aspiring Project Managers - 1196, with 11 Sessions delivered on the right use of knowledge, processes and tools.

9. Global Reach for Onsite & Offshore SMs

- Plan Upskilling and real-Time Learning Opportunities across the Globe to Learn and Grow

- to ensure that iEnable team offers an eco-system through blended learning modes to cater to ever evolving business requirements and skill build by facilitating Training session in different time zones through instructor and accessing online portals, to build capabilities in the right place at the right time

10. Program on Demand

- Tailor made Training programs basis the requirements shared by verticals to achieve the desired expertise eg Santander, HSBC, Sabre, Aflac.

- Special Focus drive on Pool upskilling picked up, delivering both exclusive & mixed batches like SL Focused - SQL/Data Warehousing, Data bricks, Snowflake and Client requested - Microstrategy, Snowflake,

- A focused - JAVA FSD which was a Proactive JAVA FSD Upskilling in Collaboration with Digital HBU - Building capabilitiesJAVA Full stack and DotNet through pilot batches planned org. wide as on Ongoing continual Java capability interventions for resource pool and laterals.

11. Campaign for Lateral Hire - L&D Induction - GROWTH HUB! - Point of Contact for various Development Needs, to enhance and align their capability, to meet the business & client expectation. We have had a participation and coverage of more than 87% for the identified 3363 SMs and have a projection to continue for lateral hires we continue to grow.

12. Utilizing Gamified & Social Media Platforms

- Encourage regular social learning opportunities through Communities on Yammer, iShare & as chat channels on MS Teams - Teams dedicated to the specific training, as learning from peers is an essential tool to increasing skill proficiency

- Engaging Learners through Gamified platforms like Kahoot IT & Mentimeter for knowledge retention

L&D function has ensured capability enhancement by adhering to the vision & Mission statement Engage with the Emerging, Transform at the Intersect. In the new normal we are enabling Team Coforge to Unlearn, Relearn and Adapt by making learning Intentional, Personalized & Immersive.

Encouragement:

We at Coforge believe in creating a culture of appreciation, encouraging and rewarding excellence, and promoting innovation at the workplace. We have Annual awards, ongoing Inspire awards, and awards for innovation.

• Annual Awards: Every year, an array of Annual awards are given to recognize our employees, to encourage and motivate them. The annual structure of our awards is as below:

Global Leadership Awards (GLA) is awarded to people in leadership cadre who have significantly impacted the organization growth through strategic initiatives, and the winners of this award are sponsored to an Executive Management Program at the prestigious Harvard Business School.

CEO''s Club of Achievers (CCA) is the second most coveted and prestigious award at Coforge. The recipients have the flexibility & opportunity to choose what they believe is the best way to utilize the reward that comes with this prestigious CEO''s Club of Achievers - leverage to enroll in a learning course of choice, sign up for certification in an area of interest or spend some quality time with their families.

Award of Excellence (AOE): The award endeavors to recognize employees for whom excellence is a passion and they ‘walk the extra mile'' and stand out in the crowd.

Excellerator: An employee who makes excellence a habit and has been awarded the Award of Excellence for the third time in their tenure is conferred with the honor of being called an Excellerator, and it''s a practice to name a meeting room after the person.

• INSPIRE: We also have a Reward and Recognition mechanism called INSPIRE that nurtures a culture of value creation for customers. It is an online, on-going point-based rewards mechanism with exciting redemption options where employees can exercise their choice! Since the platform is digital, it became easier for us to propel this medium in the pandemic time when everything moved from in-person set-up to a virtual set-up in corporate world. The Inspire award winners are felicitated during the quarterly town halls.

My Voice - Employee Engagement Survey 2023

In order to get useful insights into engagement levels and employee satisfaction, the Company conducts an annual Employee Satisfaction Survey - My Voice, the findings of which enable it to make improvements in its workplace environment. My Voice - EES for FY22 showed measurable progress over last year''s results.

Particulars	EES FY22	EES FY23
Participation	83%	89.3%
Overall Satisfaction Score	82%	81.4%
Commitment Index	82%	83.3%

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at the workplace, in line with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company believes in providing all employees a congenial work atmosphere, which is free from discrimination and harassment, without regard to caste, religion, marital status, gender, sexual orientation, etc. During the year, the Company conducted various awareness programs and workshops at all locations. Employees are required to attend compulsory awareness and training program on POSH on our virtual learning platform - Percipio. During the year, the Company conducted training session for the ICC members and the HR team. The Company received two complaints pertaining to this and both of them were not falling within the purview of POSH and hence was directed to the aligned HR for taking it up for closure. The Company received two complaints pertaining to this and both of them were duly resolved in the Financial Year.

AWARDS AND RECOGNITIONS

The Company has been recognized in several important ways at the national and global levels, related to its leadership in specific industry verticals, and its robust HR practices.

1. Coforge was chosen as one of the ‘Most Preferred Workplaces of 2022'' by Marksmen Daily in association with India Today

2. Coforge received the prestigious Great Place to Work® certification in India from July 2022-July 2023 - the second consecutive year that the company got Great Place to Work®-Certified.

3. Coforge achieved the Azure Expert MSP from Microsoft - a critical milestone in the partnership with Microsoft that will unlock significant value.

4. Coforge received an award for the ‘Best Use of AI in BFSI'' sector at the FE Futech Awards 2022

5. Coforge was felicitated with ET Best Tech Brands 2022

6. Coforge was felicitated with The Economic Times Employee Excellence 2022

7. Coforge was shortlisted as one of the Iconic brands at the fifth edition of “The Economic Times Iconic Brands Conclave”

8. Coforge received the prestigious “Great Place to Work® Certification in India from July 2022 - July 2023”. This is the second consecutive year that the company has got Great Place to Work-Certified™

9. Coforge won “India''s Best Workplaces™ for Women 2022 -Large (Top 100)” for celebrating women all year round and contributing to the vision of making India a Great Place to Work for all.

10. Coforge was recognized among ‘India''s Best WorkplacesTM in IT & IT-BPM 2022 - Top 50'' by Great Place to Work® India.

• As per FY23 My Voice EES, the highest-rated drivers of engagement are Basic Needs (90%), Teamwork (89%), Manager Support (83%), and Company Brand & Image (85%)

• Top rated areas are:

o My job is important for my Business Unit / Organization to achieve its goals (94%)

o My team is committed to doing quality work (94 %)

o I am aware of what my goals are and what I am expected to do (93%)

The above results are indicative of our approach of We Care through differentiated employee benefits globally, EAP, Covid support, We Engage with our employees and their families effectively, through virtual engagement activities, induction programs, celebrations, We Grow through learning avenues provided, career opportunities, We Innovate with our culture of Innovation as a service offering, We Contribute to society with our CSR initiatives, environment sustainability, We Connect with our employees through virtual and physical modes, and We Inspire continuously via our Rewards and Recognition programs, inspiring campaigns, quarterly & Annual RnR, etc.

Diversity, Equity & Inclusion

Diversity is our Strength; Equity is what we Value & Inclusion is our Commitment.

At Coforge, we understand that supporting diversity, equity, and inclusion practices is not only the right thing to do; it is the right thing to do for the business. Our mission is to make diversity, equity, and inclusion our way of doing business. Coforge strives to create and foster a supportive and understanding environment in which all individuals realize their true potential regardless of their differences; and where everyone can feel a sense of belonging.

Our DEI motto is “Bring Your True Self to Work” which enables us to be our true selves and be active allies to each other fostering this open culture of inclusion. Being certified for 2nd year in a row as both a Great Place to Work® and Top 100 India''s Best Workplaces for Women (Large) is a testimony to the all-inclusive culture we foster and take pride.

Below is the snapshot of the DEI initiatives performing under each pillar.

11. The US Green Building Council has awarded the prestigious LEED Platinum Green Building Certification to Coforge consecutively for the second time. The company''s Greater Noida campus won the prestigious accolade for its healthy, efficient, carbon, and cost-saving green buildings.

12. Coforge won the STPI IT Export Award 2021-22 from the Government of Karnataka.

13. Coforge is a Star Performer in the ‘Major Contenders'' category in the Everest Group Application and Digital Services (ADS) in both Life & Annuity (L&A) Insurance and Property & Casualty (P&C) Insurance PEAK Matrix® Assessment 2023.

14. Coforge was accredited by AWS with Public Sector Program.

15. Coforge won Duck Creek Technologies 2022 Innovation Award for OnDemand Enablement Tooling

16. Coforge ranked 13th in the Tussell & techUK #Tech200 -the 200 fastest-growing tech suppliers in the public sector

17. Coforge received an award from The Economic Times Human Capital Awards for Excellence in Employee Retention Strategy

18. Coforge won the DevOps Project of the Year award at DevOps Conclave and Awards 2023 organized by UBS Forums in Bengaluru

19. Coforge was selected as a part of Microsoft''s ‘Future Ready Champions of Code'', a pan-India program for developers, focused on skilling and certification.

20. Coforge was accredited with the “AWS Immersion Days Partner Program” enabling the company to conduct customizable workshops.

21. Coforge was recognized as one of the 10 Most Promising Best Tech Companies To Work For 2023 by Silicon India Magazine

22. The Floriculture Society Noida awarded Coforge with the first prize in the Corporate Garden category at the Noida Flower Show Garden competition in 2023.

23. Coforge cricket team was the runner-up at the 10th edition of the Hero Pro Corporate League Cricket Tournament, held at the PCL Sports Complex in Noida, also known as the World Cup of Corporates.

ACKNOWLEDGEMENTS

The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by employees of the Company during the year. In addition, the Directors wish to thank the Company''s customers, vendors, bankers & financial institutions, all government & nongovernmental agencies, and other business associates for their continued support. The Directors acknowledge and appreciate the support and confidence of the Company''s shareholders and remain committed to enabling the Company to achieve its growth objectives in the coming years.

For and on behalf of the Board of Directors

Basab Pradhan Chairman DIN: 00892181

Place: California, USA April 27, 2023

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Mar 31, 2022

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

Operating highlights

The financial year under review has been one of outperformance across multiple parameters and has been a landmark year in the firm’s history with exceptional revenue growth coupled with material margin expansion. In addition to our core expertise, we have also developed next-generation digital expertise across pervasive technologies, helping our clients remain at the forefront of digital innovation. Our ability to converge capabilities across platforms such as engineering, data and integration, and automation creates quantifiable business value for our clients. The Company’s operating performance during the year has been marked by an intense focus on execution and surprise-free operations. An important shift over the past couple of years has been increased ticket size of the large deals being won by

thp firm Dnrinn financial \/p.ar 9099 (Onfnrnp Qinnprl 11 lamp

Your Directors are pleased to present the Thirtieth Annual Report on the business and operations of your Company along with the audited annual accounts for the financial year ended March 31,2022 (FY2022). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE OF THE COMPANY

The highlights of the financial results for the financial year 202122 are as follows:

(Figures in Rs.mn except for EPS)
Particulars	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
	Consolidated financials		Standalone financials
Income from operations	64,320	46,628	33,132	24,124
Other Income	518	326	4,005	1,056
Total Income	64,838	49,954	37,137	25,180
Profit before depreciation and taxes	10,887	7,978	7,753	3,796
Depreciation	2,272	1,836	6,319	962
Exceptional Item	0	180	-	-
Provision for tax & (deferred tax)	1,468	1,302	470	435
Non-Controlling Interest	530	104	-	-
Profit After Tax	6,617	4,556	6,447	2,399
Earnings Per Share (Basic) (In Rs.)	109.02	74.68	106.19	39.32

deals across our focus verticals and breadth of capabilities resulting in total fresh order intake of $1.1 billion. This included a $105 million TCV contract in the BFS space, and three $50 million plus contracts. The $105 million BFS deal brings into play all of Coforge’s core transformation capabilities across enterprise architecture, industry consulting, data architecture, cloud engineering, digital integration, and intelligent automation. The firm has also become empanelled as a preferred tech services partner across multiple Fortune 100 and Fortune 500 clients. As of March 31, 2022, Coforge is serving 60 Forbes Global 1000 clients. Total order intake during FY22 was US$ 1,151 Mn, crossing the billion dollar mark for the first time in the firm’s history and up 47.3 % than the order intake of US$ 781 Mn in the fiscal 2021. As a result, booked orders for the next 12 months, now stands at US$ 720 Mn.

Financial highlights

On a consolidated basis, revenues increased 37.9% to Rs 64,320 million in FY2022 from Rs 46,628 million in FY2021.

The BFS vertical grew 101.5% in constant currency (‘cc’) terms in FY22 and contributed 25.5% of the total revenues. The Insurance vertical grew 20.0% in cc terms and contributed 28.3% of the total revenues. TTH vertical rebounded smartly to grow 35.7% in cc terms and contributed 19.0% of the total revenues. Other businesses, including primarily Healthcare, Hi-tech, Retail and Overseas Public Sector collectively grew 21.3% year-on-year and they represented 27.2% of the overall revenues.

EBITDA (before ESOP and acquisition related costs) increased by 43.7% during the year and stands at Rs. 12,056 million, translating into margin of 18.7% for the year, which is highest margin reported over a decade. EBIT (before acquisition related expenses) increased by 52% and stands at Rs. 9,151 million, resulting in margin of 14.2%, an improvement of 130 bps over the previous year.

The net profits (after minority interest) for the year increased by 45.2% and stood at Rs. 6,617 million, implying a net margin of 10.3%. The effective tax rate for the year stood at 17.0% as against 21.8% in previous year.

During the financial year, we added net 10,109 people to our headcount, including 6,299 resources from acquisition made during the year. Total headcount of the firm stood at 22,500 at the end of FY22. The firm added 1,680 fresh graduates from college, which is more than 6 times of the corresponding figure an year ago.

ACQUISITION OF COFORGE BUSINESS PROCESS SOLUTIONS PRIVATE LIMITED (FORMERLY SLK GLOBAL SOLUTIONS PRIVATE LIMITED)

On April 12, 2021, the Company entered into Share Purchase Agreement and Shareholders Agreements with Coforge Business Process Solutions Pvt. Ltd. (formerly SLK Global Solution Private Limited) (investee) and acquired 35% equity shares. Further, it acquired additional 25% equity shares on April 28, 2021. The total consideration paid amounted to Rs. 9,183 mn. As per the terms of the Agreement, the Group shall acquire the remaining stake of 20% within 2 years from then. ISSUE OF NON CONVERTIBLE BONDS

The Company issued 3400 Unsecured, Listed, Rated, Redeemable Non-Convertible Bonds of face value of INR 10,00,000 (Indian Rupees Ten Lakh) (“NCB”) each, aggregating

Name of the Director & DIN	Designation
Mr. Basab Pradhan (00892181)	Independent Director- Chairperson
Mr. Sudhir Singh (07080613)	Chief Executive Officer & Executive Director
Mr. Hari Gopalakrishnan (03289463)	Non-Executive Director
Mr. Patrick John Cordes (02599675)	Non-Executive Director
Mr. Kenneth Tuck Kuen Cheong (08449253)	Non-Executive Director
Mr. Kirti Ram Hariharan (01785506)	Non-Executive Director
Mr. Ashwani Puri (00160662)	Independent Director
Ms. Holly Jane Morris (06968557)*	Independent Director
Ms. Mary Beth Boucher (09595668)**	Independent Director

up to I NR 3,400,000,000 on a private placement basis in accordance with the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time (“ILDS Regulations”). The Board of Directors of the Company had approved the issuance of the NCBs in their meeting on April 17, 2021 &the allotment is done on April 26, 2021 by the Board. The Company has obtained all necessary approvals including Listing approval on BSE Limited. The Company’s NCB were finally listed on BSE on April 29, 2021. The Company also paid the interest on the due date.

The Group funded the above transaction partially through redeemable Non-Convertible Bonds amounting to Rs. 3,400 Mn and balance through internal accruals. These bonds having face value of Rs. 1,000,000 each are non-convertible and unsecured with maturity upto five years from the date of allotment i.e. April 26, 2021.

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. Dividend

No final dividend has been recommended by the Board for the year under review. However, based on Company’s performance, the Board has approved an Interim Dividend aggregating to INR 52 per equity share during the FY22, the details of which are as under:

• First Interim dividend of INR 13 per equity share declared on July 28, 2021

• Second Interim dividend of INR 13 per equity share declared on October 25, 2021

• Third Interim dividend of INR 13 per equity share declared on Jan 27, 2022

• Fourth Interim dividend of INR 13 per equity share declared on May 12, 2022

Transfer to Reserves

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

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report & change in nature of business, if any There have been no material changes and commitments affecting the financial position of the Company subsequent to the close of the Financial Year to which Financial Statements relate and the date of the Report

COMPANIES ACT DISCLOSURES & CORPORATE

GOVERNANCE

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for F.Y 2022 can be accessed on the website of the Company at www.coforge.com Directors

There was no change in the Directorship of the Company during the year. However, on March 31, 2022, the term of Ms. Holly Jane Morris has expired and she ceased to be Director w.e.f. April 01, 2022. The Company also appointed Ms. Mary Beth Boucher (DIN: 09595668) as Additional Director (Woman -Non Executive Independent Director) w.e.f. May 07, 2022. The current composition of the Board of the Company is as under:

Note:

*The tenure of Ms. Holly Jane Morris as Independent Director of the Company expired at close of business day on March 31,2022.

**Ms. Mary Beth Boucher has been appointed as the Additional Director (Woman Independent Director w.e.f. May 07, 2022). Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended Mr. Basab Pradhan was appointed as Independent Directors of the Company by the Shareholders at the Annual General Meeting held on 21st September, 2019 to hold office upto June 28th, 2021 (“first term”). The Nomination & Remuneration Committee and the Board has re-appointed Mr. Basab Pradhan as Independent Director on the Board of the Company, to hold office for the second term of three (3) consecutive years commencing from June 29, 2021 upto June 28, 2024. There were two other Independent Directors on the Board of the Company, Mr. Ashwani Puri & Ms. Holly Jane Morris as of March 31, 2022. The composition of the Board is in accordance with the terms of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended & Companies Act, 2013 as amended from time to time. The second term of Ms. Morris as Independent Director has completed on the close of business day on March 31,2022. On May 06, 2022, the Nomination and Remuneration Committee approved and recommended to the Board, the appointment of Ms. Beth as Additional Woman Independent Director, in place of Ms. Morris. The Board approved the said appointment of Ms. Beth on May 07, 2022 on mutually agreed terms and conditions, subject to approval of the shareholders.

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 Obligations & Disclosure Requirements) Regulations, 2015 as amended.

Independent directors have qualified the proficiency test, if applicable for the registration at IICA.

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 at https://www.coforge.com/sites/default/files/2022-03/ Familiarization-Programme-Independent-Directors.pdf. 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 www.coforge.com.

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 31,2022:

a) Mr. Sudhir Singh - Chief Executive Officer & Executive Director

b) Mr. Ajay Kalra - Chief Financial Officer

c) Ms. Barkha Sharma - Company Secretary

Changes in the status of KMPs during the year:

Mr. Lalit Kumar Sharma resigned as Company Secretary and Legal Counsel w.e.f. July 31,2021 and Ms. Barkha Sharma was appointed as Company Secretary w.e.f. August 01,2021. Number of meetings of the Board

The Board of Directors of the Company met 9 (Nine) times in the FY2021-22. 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 FY 2022.

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 as 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 3,20,803 (Three Lakhs Twenty Thousand Eight Hundred Three) 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 Rs. 609,131,520 as at March 31, 2022 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 (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.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

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 and Disclosure Requirements) Regulation, 2015 as amended, and it consists of a majority of Independent Directors. The Board in its meeting held on March 20, 2019 revised the charter of the Committee in line with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended effective from April 01,2019. 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. Mr. Ashwani Puri - Chairperson

2. Mr. Basab Pradhan

3. Ms. Holly Jane Morris*

4. Ms. Mary Beth Boucher**

Mr. Ashwani Kumar Puri, an Independent Director is the Chairman of the Committee and Ms. 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 Obligations & Disclosure Requirements) Regulations, 2015 as amended. Note:

- Mr. Patrick John Cordes resigned from the membership of the Committee w.e.f. September 02, 2021.

- *Ms. Morris was a member till close of business hours on March 31,2022

- **Ms. Mary Beth Boucher was appointed as member wef May 07, 2022.

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. Ms. Holly Jane Morris - Chairperson of the Committee*

2. Mr. Basab Pradhan

3. Mr. Hari Gopalakrishnan

4. Ms. Mary Beth Boucher**

Note:

*Ms. Morris was a member till close of business hours on March 31,2022

**Ms. Mary Beth Boucher was appointed as member and Chairperson of the Committee wef May 07, 2022.

The Board in its meeting held on March 20, 2019 revised the charter of the Committee in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended effective from April 01, 2019. 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 07, 2021, May 20, 2021, July 13, 2021, August 11,2021, October 22, 2021, January 07, 2022 & March 14, 2022.

Stakeholders’ Relationship Committee In terms of provisions of section 178 of the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has reconstituted Stakeholders’ Relationship Committee during the year. The Committee is headed by a Non-Executive Director Mr. Kirti Ram Hariharan and consists of Mr. Basab Pradhan and Mr. Patrick John Cordes as members of the Committee. Mr. Lalit Kumar Sharma was Company Secretary in 2 Stakeholders’ Relationship Committee meeting dated 03.05.2021 and 27.07.2021 and then Ms. Barkha Sharma took over as the Company Secretary for the next 2 Stakeholders’ Relationship Committee meeting dated 23.10.2021 and 25.01.2022. Ms. Barkha Sharma, Company Secretary is the Compliance Officer of the Company.

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 Obligations & Disclosure Requirements) Regulations, 2015 as amended.

Corporate Social Responsibility (CSR) 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 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 Policy of the Company. 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 Obligations & Disclosure Requirements) Regulations, 2015 as amended. The constitution of the CSR Committee is as follows:

1. Mr. Kirti Ram Hariharan (Chairman of the Committee)

2. Mr. Hari Gopalakrishnan

3. Mr. Ashwani Kumar Puri

4. Mr. Kenneth Tuck Kuen Cheong COVID Update and CSR

As you are aware that the entire world is suffering from the pandemic novel Coronavirus (Covid-19) since more than one year and India is worst hit in its second wave. Keeping in view the spread of novel Coronavirus (Covid-19) in India, its declaration as pandemic by WHO & a notified disaster, the

of NCT of Delhi, has set up NIIT University “NU” as a private University at Neemrana, Dist. Alwar, Rajasthan.

Some High Impact Programs at Organization Level in the area of Education, Employability & Infrastructure -1. Shiksha, Gurgaon - A Career Development Centre providing IT and employability training to underprivileged students was launched under the Shiksha Program in August 2019. The organization launched the Gurgaon Center in partnership with NIIT Foundation, in and around Dundahera area in Gurgaon. The center became operational in October 2019 and since it has impacted around 927 underprivileged students also provided placements to 44 students from the center. The larger purpose of this initiative is to impart skill training to underserved students and facilitate unemployed youth to become confident to get livelihood employment through training in IT, Digital learning & Financial Literacy, Job Readiness Training with Personality Development.

As per current industry demand, courses introduced at the center from the beginning are Career Edge IT professional, Logistics, BPO and Retail apart from Non-career courses which are Active Basic IT, Cyber Security, Spoken English & Personality Development and Digital and Financial Literacy.

Ministry of Corporate Affairs (MCA) has clarified that spending of CSR Funds for Covid - 19 is eligible as CSR Activity vide its circular dated March 23, 2020.

The funds may be spent for various activities related to health care. The MCA has also made an appeal to the Corporates and issued a clarification vide its circular dated April 22, 2021 that “spending for setting up of COVID Care facilities and makeshift hospitals” is an eligible CSR Activity. The Government has made an appeal to the corporates to come forward and supplement government efforts in fulfilling the rising hospitalization needs in view of the second COVID surge.

In our efforts to contribute towards the corporate social responsibility and to help our society, the Company is making use of vacant space outside our office buildings and other places in the building as COVID Care facilities with isolation beds & oxygen beds to cater to rapidly increasing COVID caseload in some of the locations in India. We also propose to target efforts to provide much needed relief to the society by taking the following initiatives:

1. Procure Oxygen cannisters (these provide oxygen for a 1.5 to 2 hour duration each) and keep available with the location wise administration teams.

2. Procure oxygen concentrators that will be delivered to affected people, if required.

3. Ensuring availability of 2 ambulances and 6 cabs with drivers across India 24*7 to transport affected people to any location for urgent care or for pressing in-person doctor consultations.

4. We are in the process of setting up a 20 bed ICU in the Delhi NCR Campus of Coforge. We have tied up with a hospital to staff it 24*7.

5. Vaccination drive being planned for community around various office locations.

6. Arranging the medical advice by qualified and experienced medical professionals to the patient and their family members.

Apart from the above CSR initiatives, we plan to cover more health care facilities within our CSR initiatives to help the Society in this hour of need.

CSR IN FY22

The Company has undertaken activities as per the CSR Policy (available Company’s website www.coforge.com) and the details are contained in the Annual Report on CSR Activities given in Annexure-A forming part of this Report as per the format notified in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated January 22, 2021.

The Company’s approach is to spend on activities for the welfare of society under Corporate Social Responsibility activities ensuring that the total spend in each financial year would be above the level prescribed under the Companies Act, 2013. As part of its CSR initiatives, the Company continued its CSR drive around Education, Employability and Infrastructure support.

As part of its sustained CSR initiatives, the Company continued with the Scholarship program for deserving students in NIIT University. NIIT Institute of Information Technology “TNI”, a society registered under the Societies Act, 1860, (Central Act No 21 of 1860) in the office of Registrar of Societies, Government

Partnering with Academia: Last year, Coforge had tied-up with Chandigarh University to set up an AI lab to provide solutions for farmers of Punjab for disease identification of crops and water management and developing low cost smart crop monitoring system for tomato and potato cultivation. The app for disease identification has been developed and beta-launched in English to be followed up by release in local language for usage by farmers.

Also, the organization tied up with Amity University for a dedicated lab setup to carry out research in the field of AI, ML and DS to plan joint R&D and Patents between industry and academia.The lab is being leveraged to train students and teachers across Amity Institutions.

An additional grant of INR 10 L was given in current financial year to Amity to augment the lab by enhancing the server configuration (GPU) capability for image processing.

2. Covid related healthcare activities: Coforge tied up with hospitals and medical providers across the country to organise repetitive Covid vaccination camps for our employees & their families. Coverage included vaccinating our indirect category of employees who are deployed in our office housekeeping, gardening & general upkeep activities as well as drivers of our transport providers.

We had set up a Covid care center inhouse at our H-7, Sector 63, Noida office (18 beds) to cater to our employees & their families for any exigencies. In Gurgaon & Bangalore we used an outsourced agency which provided dedicated medical facility (12 beds & 8 beds respectively) for usage by our local employees. In addition to arranging for ambulance

facility we distributed oxygen canisters, concentrators and cylinders to our employees at their homes across the country as needed.

Employees also had option of using our Covid Care 24/7 helpline set up in-house for assistance along with requesting for online medical consultation on demand which was provided through our tie-ups with Max HeathCare and Practo.

Risk Management Committee

The Committee comprises of the following Directors:

1. Mr. Basab Pradhan (Chairperson)

2. Mr. Hari Gopalakrishnan

3. Mr. Sudhir Singh

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. 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 and appointment of Senior Management and their remuneration. The Policy has been revised by the Board of Directors in their meeting held on January 18, 2019 in terms of the amendments in the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 as amended, effective from April 01, 2019. The terms of reference of the Committee have also been revised time and again to make it in line with recent amendments. 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 unethical behaviour, 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 victimisation of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman 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 has been revised by the Board of Directors in their meeting held on January 18, 2019 in terms of the amendments in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended effective from April 01, 2019. The said Policy is available on the Website of the Company at https://www.coforge.com/

Risk Management Policy

The Company has developed and implemented a risk management framework for identification of elements of risk, which in the opinion of the Board needs close scrutiny.

Dividend Distribution Policy

The Company has a Policy for Distribution of Dividend as required 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 -B of the Report and is also available on the website of the Company.

Code of Conduct

The Company’s Code of Conduct is available on the website 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 2021-22.

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. 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 formulated to monitor, regulate and ensure reporting of trading by employees while maintaining highest level of ethical standards while dealing in the Company’s securities. The policy is amended to bring it in line with the provisions of the prevailing regulations, from time to time.

Code of Fair Disclosure

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

PERFORMANCE EVALUATION

The Board carried out the annual evaluation of its own performance, of the Directors individually as also of its statutory committees, pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 as amended. The criteria for performance evaluation cover the areas relevant to the functioning as Independent Directors such as preparation, participation, conduct and effectiveness. The Board considered the evaluation of the members based on one-on-one meetings, and the directors who were subject to evaluation did not participate in the process. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by Independent Directors. The Board was satisfied with the professional expertise and knowledge of each of its Directors. All the Directors effectively contributed to the decision making process by the Board. The Chairperson communicated the feedback to concerned stakeholders. The Directors expressed their satisfaction to the evaluation process. The independent directors fulfil the conditions specified in these regulations and are independent of the management.

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-C. Further, the 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 at the Registered Office of the Company and the said annexure is also open for inspection at the Registered Office of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORBPTION

Conservation of energy and environment-friendly initiatives

Environmental sustainability aims to improve the quality of human life without putting unnecessary strain on the earth’s supporting ecosystems. The sense of environment sustainability shares the responsibility to conserve natural resources and protect global ecosystems to support health and wellbeing, now and in the future. It’s about creating an equilibrium between consumerist human culture and the living world. We can do this by living in a way that doesn’t waste or unnecessarily deplete natural resources. An ‘unsustainable situation’ occurs when natural resources is used up faster than it can be replenished. We at Coforge Limited always strive to improve our environmental performance continuously to improve upon our carbon footprint performance and contribute our bit towards environment we participated in the annual flower shows and winning the same for four years in a row. At Greater Noida the company is having a lush green 25 acres campus comprising of a “Valley of Flowers”, Herbal Garden and Fruit Garden. We also encourage our employees and clients for tree plantation activity in the nearby villages and forest area.

As a major initiative for the resource consumption in the campus, we have adopted the sensor-based water taps for water dispensing and lighting system. The employee transport fleet has been converted from fossil fuel (like diesel and petrol) to CNG (Compressed Natural Gas), which is a cleaner fuel and significantly reduces the carbon footprint. Along with that we are also looking to further reduce greenhouse emissions by evaluating and engaging third parties to help us get a solar based energy connection of 4 MW to power the campus facilities. This would be a leap to meet the global standards and join the sustainability crusade.

To improve upon the energy consumption pattern, we have migrated from LPG (Liquid Petroleum Gas) connection to PNG

(Piped Natural Gas) Connection aiding us save 10-15 % on our energy consumption requirement all the while also helping us reduce our carbon footprint. An additional effect is that it also minimizes the hazards associated with the use of gas cylinders (in a high-pressure container).

At Coforge we are happy to showcase our environment commitment, like every year this year also we participated in Noida Floriculture competition conducted by Noida Authority and were awarded first place in the competition. We planted 36 different varieties of flowering plants in entire Greater Noida campus and created a flower valley on premises During this pandemic scenario we also managed to get Occupational Health and Safety Management system certification in agreement of the i.e. ISO 45001:2018 Standards. Environmental commitment cannot be fulfilled alone until we all are aware of our environmental impacts, until we inculcate concept of sustainability in our routine and to achieve the same we have also launched environment health safety training module at global level where every employee needs to go through the awareness training to improve its environment act.

Technology absorption and R&D (Research & Development) Enterprises are asynchronous and need to balance between the burden of maintaining existing legacy or investing in new technologies. Enterprises need to address multi-dimensional and multi-mode operational strategies that drive growth and profitability.

Across all industries, companies are investing in IT Services providers with multitude of digital engineering capabilities to implement the latest technologies. Technologies such as Artificial Intelligent, Machine Learning, Decentralized Applications, Distributed Ledger, Cognitive Blockchains and many more. Clients are increasingly looking to partner with service providers like Coforge that pair technical proficiency with deep domain expertise and business process knowledge. Our Engineering Convergence (EC) strategy defines an adaptable operating system and a multi-velocity business model leveraging our capabilities in Product Engineering for innovations and speed, Cloud Engineering for scalability and elasticity and Process Engineering for optimization and modernization across Business & IT landscape of platforms, systems, and applications.

Our EC employs a Variable IT, Everywhere Enterprise frameworks and methodologies which are adaptable, data driven & autonomous to capitalize on future business opportunities that can drive competitive advantage. Our EC and Technology Innovation Center (TIC) bridges the gap between idea and implementation along with more than twenty thousand professionals who develop, commit, test, operate, and manage code and processes to bring to life, new digital business models and applications.

Product Engineering Convergence - World Economic Forum estimates Digital Transformation will unlock $100T value by 2025. According to Price Waterhouse Coopers, 86% of CEOs believe that digital technologies will transform their business more than any other change. Doing Digital is no longer sufficient. Being Digital with Data & Analytics driven decisions, DevSec Test Ops driven product engineering and Cloud driven elasticity

& scale are some of the key building blocks fueling the Digital Enterprise. Enterprise who wants startup speed, rely on Data and Cloud to differentiate, and leverage it to further enhance omni channel Client Experience by providing recommendations and personalization.

New means of revenue & channel becomes the imperative for growth and profitability. The heritage of product development at speed and scale demonstrates our engineering capability in creation, launch and management of such products and platforms. Our DNA in engineering infused with AI, Automation, Analytics, helps our Clients leverage the potential of Digital to transform while transition to more modern and cloud-based technologies. As an example, a warehouse management platform developed by Coforge is being used by one of the largest freight forwarder airport in the world.

COVID has accelerated the Digital Transformation and this change is being driven by the customers who expect relevant content in relation to what they’re doing anytime, anywhere and in the format and on the device of their choosing. It’s their journey that dictates corporate strategy. In order to keep up with this new kind of “always-connected” customer, businesses must embrace technology to deliver an unmatched customer experience.

• Product and Platform Engineering - AI infused in Software Development Life Cycle (SDLC) can accelerate development and increase coverage for enhanced quality. Our Development Engineering services leading with “Design Thinking” to “Lean Startup” methodologies and the next generation “Agile.NEXT” framework build the foundational elements for successful digital product creation. A convergence of Design Thinking, Lean Startup and Agile.NEXT brings to life a single-threaded, single-vision digital product development into digital ready enterprises. Design Thinking provides a better understanding of users, challenges, and identify alternative strategies and solutions to ideate, prototype and test. Lean Startup builds a Most Valuable Product (MVP) with product-market fit. Agile. NEXT the next generational agile based methodologies adopting and enhancing the Agile Manifesto with special emphasis on DataOps. Our interest is to create immediate value, foster collaboration across value chain, and provide continuous flow and circular loop feedback. Our microservices reference architecture along with our key and strategic partnerships provides a blueprint for enabling monoliths to decompose services.

• Connected Experience - According to Salesforce, 84% of customers feel that experiences are as important as the actual products and services. With Salesforce, we help enterprises build stronger, more valuable relationships with customers across channels and offer personalized experiences, with all information and tools on a single interface. We create competitive advantages by enabling unified experiences for customers and partners on a single platform with personalization and recommendations, thus serving customers faster across every channel. The experiences build stronger, more valuable B2B and B2B2C relationships delivering effortless engagements in real time and across any device. We engineer Client Experience with Client Outcomes at scale enabled by the Salesforce platform

providing collaboration, innovation, self-service and fast time-to-delivery, supported by flexible, scalable and future-proof capabilities. Innovative experiences augmented with human-machine and self-learning becomes the norm of any interaction - making the digital experiences a digital reality. Creative design with AI such as identifying winning attributes of a successful product or even predicting future products or even using generative designs for iterative A/B tests. We create “I” in the AI.

• Actionable Insights - According to MuleSoft, 89% of IT leaders say data silos are an obstacle to digital transformation. We help remove data silos and create a seamlessly connected ecosystem that allows instant access to information and drives new, data-driven insights. A comprehensive intelligent data platform built on microservices, API and AI can help unleash the competitiveness and differentiation in the market. Our Hyper-Intelligence Platform is our knowledge graph platform that enables ingestion, pre-processing, processing and decisioning. We enable transformation, processing, migration, etc. from unstructured to structured data, from SQL to NoSQL, from Block to Object, and from on-prem to Cloud. Boosting data engineering and quality through AI by enriching, deduplicating, remediating. We help in not just standard Data Engineering with data warehouses, data lakes, etc. but also Data Modernization, Data Quality, Data Science including data labelling capability for augmentation along with human expert curated data - all in a self-learning and self-improving algorithms. Our proprietary Data Xpress Toolkit enables the acceleration of journey to modernization and Analytics. Tableau capabilities can help Clients deliver powerful analytics to make smarter decision with Salesforce and other platforms. This ability to turn distributed data into insights using visualization, analytics and AI can help Clients deliver on differentiation.

• Living Systems - Seamless customer experiences require companies to create a fully connected ecosystem, where data are continuously collected, analyzed and transformed to serve the needs of the entire value chain. The need is not only for a point-to-point integration but a multi-point to multipoint cross connect living and breathing systems. Unlock legacy systems, connect legacy assets to SaaS, and reduce integration costs. Our proprietary MuleSoft Migration Toolkit accelerates migration to MuleSoft at rapid pace. This toolkit accelerates time-to-value through reusability, modularity and collaboration while increasing agility and flexible architecture that evolves as the business. Securely sharing data with a zero-trust approach and connects the team to instant customer insights so a tailored service can be provided in real-time analytics. New insights and intelligent forecasting, real-time data sharing, and supply chain optimization are fundamental properties of the Living Systems. This aids in adaptable systems which can morph and change according to the data from people, systems, and devices in real time. These exhibit seamless communicating, integration and collaboration among the systems and applications in the new remote world.

Cloud Engineering Convergence - Coforge is capitalizing on its Cloud Engineering strategy and approach by empowering Clients to reimagine how they buy, consume, and innovate in today’s multi-dimensional world whilst accentuating security and reliability!

The cloud adoption is being driven through innovation acceleration as Hyperscale Cloud Providers (Amazon Web Services, Microsoft Azure, Google Cloud) ship over three thousand new releases a year to help customers achieve real business outcomes. However, at the same time organizations are sometimes over-spending (with 80% overshooting their Cloud budgets in 2020), budgets are getting wasted (on average, over 30% of cloud spend in organizations is wasted), and skills gap is widening (90% of organizations say they suffer a growing cloud skills gap). Companies are operating under a new reality where transdisciplinary integration and convergence of multi-cloud to enable core business systems and processes is not an option but sole business imperative! Systems resilience across the stack including applications, architecture, data, cloud, infra, workplace, networking and security is another key agenda leader today are focused on addressing for them to lay the foundation for a robust tomorrow. This is reflective across industry domains, some more than others like Insurance who now no longer have the liberty to circumnavigate along the periphery but must rush against time to address aforesaid challenges head-on.

• Platform & Infrastructure - Infrastructure outsourcing services to manage infrastructure including support, engineering services, service management, service desk and monitoring. Including design, build, migrate and support of enterprise applications, COTS, core platforms as well as custom, cloud-native frameworks. AlOps Platform - Our advanced hyper-automation Al OPS platform (an integrated programmable platform) services to realize current trends, optimization and transformation avenues while balancing performance, availability, and resilience for clients.

• Hybrid & Multi-Cloud - Companies are operating under a new reality where transdisciplinary integration and convergence of multi-cloud to enable core business systems and processes is not an option but sole business imperative! Systems resilience across the stack including applications, architecture, data, cloud, infra, workplace, networking and security is another key agenda Leaders today are focused on addressing for them to lay the foundation for a robust tomorrow. This is reflective across industry domains, some more than others like Insurance who now no longer have the liberty to circumnavigate along the periphery but have to rush against time to address aforesaid challenges head-on. Enabling business by supporting hybrid cloud environments leveraging cloud-based solutions and CloudOps services including digital workplace and security. Our global strategic partnerships with Azure, AWS and Google Cloud Platform (GCP) are further fueling the fire to achieve innovation acceleration for our clients. Coforge plans to continue to drive significant cloud penetration within its portfolio by showcasing capabilities that are built on strategic alliances with Hyperscalers (especially AWS and Azure) for sourcing market leading hyperconverged infra, network and security services. This would lead to SKU

Based Offerings & Accelerators to enable joint go-to-market models with our strategic partners over the next two quarters and expand the relationship to global scale. In short, driving business outcomes and innovation in hybrid cloud spanning industry verticals and technology partners through engineering convergence. Our journey to cloud is being driven through Coforge’s Cloud Innovation Factory which showcases skills ranging from prototyping to MVPs and Coforge’s ability to drive migrations at scale leveraging migration factory processes. This coupled with our Business Case & Design Thinking helps clients with value realization led approach to transformation, so they get to first-hand experience the art of the possible prior to embarking on a cloud journey with certainty. o Idea-to-Code: reduce burden of entry into new products or markets leveraging cloud native building blocks. o Remote Everything: scale collaboration and self-help tools to enable digital workplace at extraordinary speed and scale. o Hyper Automation: resolve high-volume tasks by leveraging ML and AI models to minimize bottlenecks and optimize the deployment of human talent. o Architecture & Performance Engineering: build on the concepts of site reliability to enhance system availability, minimize performance constraints, and scale applications on multi-cloud to align to business demands. o Open Systems: leverage standard APIs, protocols and data formats to enable open data movement and achieve widespread multi-cloud interoperability / standardization. Process Engineering Convergence - Our Digital Process Automation (DPA) provides a framework to optimize and bring efficiencies to the core functions of enterprises while transitioning and transforming to a Digital IT and Digital Business. This enables enterprises, to drive new services, new models, and new capabilities. The DPA approach orchestrates enterprise systems to govern, among others, functions for development, maintenance, and communications, to help ensure compliance. This could be to Orchestrate work from end to end with Case Management, deliver consistent User Experiences across channels, implement Artificial Intelligence for operational efficiency, to name a few. It is also to provide technology specific offerings like Cloud Migration, Integrated DevOps Suits, AI based solutions to accelerate customer objectives. The industry specific use cases and processes like Underwriting, Claims, Customer Onboarding, Smart Dispute/Investigation, etc. converge into cohesive technology solution framework, thereby creating the foundation for digital transformation, data convergence and AI decisioning.

• Modernization of Core - Our Pega and Appian based modernization and process optimization capabilities across case management, enterprise functions such as HR, Finance, Procurement, Grievance & Compliance Management etc., Customer relationship, service, sales and marketing etc. provide a robust rule based workflow, decisioning, routing logic and real-time interactive dashboard with full visibility and reporting capabilities. These capabilities are augmented by our Low Code No Code factory model to drive rapid development and testing of innovative ideas and bring them to market at a faster and accelerated pace.

• Digitize Business - Our low code / no-code capability in Appian, Outsystems and Microsoft PowerApps can rapidly design and develop MVP for any IT and Citizen developers. Employees with workforce automation, virtual onboarding, advanced decisioning, omnichannel customer experiences, crisis response systems, employee safety and enablement are some of the ready to use solutions available to deploy instantly within any Enterprise. The creation of Minimal Viable Product (MVP) helps Clients to iterate faster, find the product market fit faster and to fail faster. Our engineering capabilities in various platforms such as Pega, Salesforce, etc. leverages accelerators that drive various outcome such as Sales Force Automation, Digital Marketing, Field Service, and Connected Commerce. Corporate Functions, Lean IT, Digitize Operations enables can also be provisioned and modeled with our convergent technologies such as Salesforce AppExchange.

• Automate Operations - According to Gartner, the global spend on Robotics Process Automation (RPA) software will be $2.4B in 2022. This increase in spending is primarily driven by the necessity for organizations to rapidly digitize and automate their legacy processes as well as enable access to legacy applications through RPA. No more just a surface automation tool, RPA with intelligence is adding value to the understanding of unstructured data. The manual data integration tasks between systems and application are enabled by RPA’s cost-effective methods. Our Intelligent Process Automation platform leverages COTS and open-source technologies to help mine, automate and standardize processes. Enterprises are slowly discovering that IPA offers benefits beyond cost optimization as the it now can support productivity and increase client satisfaction when combined with other artificial intelligence (AI) technologies such as chatbots, machine learning and applications based on natural language processing (NLP). A data driven next-best action and leveraging the digital workers, bot economy takes shape.

Technology Innovation Marketplace (TIM) - Given our vision to “Engage with the Emerging”, our focus is on the next generation innovative and emerging technologies in the areas of Web3, DeFi, DAO, SmartChains, Artificial Intelligence (AI) and Metaverse. Cognitive Services like Video Analytics, Advanced NLP, NLG, Text Summarization, Extended Reality and advanced User Interfaces like Smart Speakers, Voice Assistant, Voice-Enabled UI, and Mixed reality UX form short term priorities. We are in the process of establishing a Center of Excellence (COE) in these emerging technologies to build capabilities and drive significant mindshare and wallet share. Multiple proofs-of-concept (POCs) have been created in partnership with customers in the Company’s lab at Bangalore and Noida for technology incubation and adoption to solve business problems. The Innovation as a Service offering uses Design Thinking-led innovation to co-innovate with customers to define problems, refine, and prioritize ideas, and prototype solutions to create MVP and services that can be brought

to market at an accelerated pace. In the area of General AI

and Advanced Reinforcement Learning, frameworks like

deeplearning4J and TensorFlow are being explored and

deployable POC created.

• The AI CoE has built state of the art capabilities in the core fields of AI such as Computer Vision, NLP, Graph, Deep & Reinforcement Learning, etc. The CoE has built “Quasar”, our proprietary knowledge graph platform, to provide data and analytics services. It enables the ingestion, preprocessing, processing and decisioning from unstructured to structured data, utilizing micro-services, API and AI. It enables the transformation, processing, and migration of data in multiple structures, formats and environments.

• The Blockchain CoE helps drive thought leadership in various industries such as Healthcare, Travel, Insurance and Banking solutions. For the Healthcare, we have developed a Blockchain-based solution that provides payers, providers, third-party administrators, Health Information Exchanges, and other entities an integrated view of the services rendered to patients. The Anti-Counterfeiting in Drugs solution based upon Blockchain ensures genuine drugs for consumers, ascertains offenders, and reclaims transparency. Trade Finance, also known as the fuel for global commerce, fuses Blockchain’s best technological advancement with our extensive domain expertise to ease its’ inherent challenges and help Clients digitally transform their businesses. Instant issuance of letter of credit, bank guarantees, and other payment methods reduce the delays in payments, whereas instant tracking of shipment status saves time and cost. Coforge’s Travel, Transport, and Hospitality experts bring a unique platform for our stakeholders to understand and experience the emerging tools and technologies. A Blockchain & IoT-based cold supply chain solution provides real-time tracking of temperature, humidity, and other parameters. It ensures the safety and quality of goods, thereby improving confidence in products and the brand. We are developing an Insurance carrier to build their policies and transactions on a blockchain that would provide regulators immutability and traceable.

• The Web3 CoE is our investment primarily focused on next-generation Distributed Ledger Technologies (DLT) such as Crypto, Non-Fungible Tokens (NFT), Decentralized Autonomous Organizations (DAO), etc. Use cases such as Crypto as an alternate investment asset, creation of exchanges for Wealth Managers to freely trade in Crypto, NFT or any other token-based assets.

• The Metaverse CoE is focused on various use cases to bridge the physical world with the virtual world. Given that a typical video chat does not replace presence and space, Metaverse helps us bring collaboration to the digital world. As an example, we are prototyping a Virtual Training would look like for a factory floor worker. We are also looking to see if we can capture the Coforge campus in 3D and then have Coforge people create their Avatars to go to different buildings/rooms to learn about one or more topic. It provides the ability to interact within the campus and to gamify the learning and onboarding process.

• The Environment, Sustainability and Governance (ESG) CoE is primarily focused on helping our Clients engineer ESG options as a means for Corporate Social Responsibility (CSR) and to drive social impact. We help our Clients deliver on their vision for environmentally sound operations, carbon neutrality, carbon sequestrant, social responsibility, tech for good, etc.

To accelerate our vision, we are working with Academia to innovate, incubate and industrialize innovations in technology for our clients. This academia connection provides us with a unique opportunity to drive thought leadership, crowdsource research and development, co-innovate for our clients using the brilliant minds of our Academic community. We have signed agreements with University of Pennsylvania and are actively pursuing few other Tier 1 universities in the USA and UK to bring these innovation and value to our clients.

Coforge is all about working with Clients, co-creating new markets, and transforming existing markets, helping Clients rationalize cost in process while continuously delivering value and growth. We are at an inflection point where the Digital Transformation is accelerating, and this change brings with it new challenges and new opportunities. The new battlegrounds are being serviced it is the one who works faster fails faster and enables growth faster Will be the winner.

As part of our culture, we want to reward experimentation and iteration. We want to enable a culture of learning a cultural collaboration and a culture of open and honest communication. We will reward a culture of loading a culture of understanding a culture of listening. We don’t want to be know it all, but we want to be learn it all. I would welcome any suggestions any opportunity to talk one on one with anyone and to gain insights on how to relentlessly evolve our culture to embrace change to learn and adapt to change and to unearth the opportunities of change.

We help our Clients:

• Rethink - their CapEx and OpEx spends across multi-cloud to be more flexible and agile and eventually reengineer it as-a-service driven to respond to the needs of business.

• Measure - the Client experience by mapping outcomes to business metrics as opposed to traditional service levels.

• Redefine - the workplace, network, and security services for them to maximize benefits of today’s true multi-cloud landing zones.

• Evolve - current application topology to hybrid-cloud & cloud-native solutions thereby decoupling architectures and increasing uptake of micro services.

• Future Proof - Collaborate with and incrementally and continually adopt new services from OEMs, Partners and hyperscalers mapped to the right use cases, at the right time.

Foreign Exchange Earnings and Outgo			(Rs. Million)
Particulars	Year 2021-22		Year 2020-21
Foreign Exchange Earnings	29,608		21,160
Foreign Exchange Outflow	11,293		9,717

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future

During the year, no order was passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen controls. All significant audit observations and corrective actions are presented to the Audit Committee for its review and suggestions.

Details of Subsidiary/Joint Ventures/Associate Companies As on March 31, 2022, the Company has subsidiaries in the United States of America, United Kingdom, Germany, India, Singapore, Thailand, Australia, Dubai, Spain, Poland, Netherlands, Romania, Sweden and Malaysia.

Details about the companies which have become/ ceased to be subsidiaries during the Financial Year The Company had acquired equity stake in Coforge Business Process Solutions Pvt Ltd (SLK) during the year.

The Company had also acquired additional stake in Coforge SF Private Limited (Erstwhile Whishworks IT Consulting Pvt. Ltd) in FY22, increasing the total stake of the Company to 100% of the paid up share capital of the Company.

A step down subsidiary in the name of Coforge Healthcare Digital Automation LLC (Subsidiary of Coforge BPM Inc.) was also incorporate w.e.f. January 21,2022.

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to provisions of Section 129 (3) of the Companies Act, 2013, a statement containing a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is included in the consolidated financial statement and the same has been annexed to this Report as AOC-1 given in Annexure D.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited Financial Statements of the Company, consolidated Financial Statements along with relevant documents are available on the website of the Company (www.coforge.com).

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

The Company has not given any loan to any person and any other body corporate. The details of Guarantee are provide under the Financials Statement.

The details of the securities acquired by the Company of other body corporates is given as under:

(Amt. in INR Mn.)
Investments in equity instruments in subsidiary companies (fully paid)	Investment value as on March 31, 2022
2,837,887 (31 March 2021: 2,837,887) Shares having no par value in Coforge Inc. USA (Formerly known NIIT Technologies Inc. USA)	156
16,614,375 (31 March 2021: 16,614,375) Shares of 1 Singapore $ each fully paid-up in Coforge Pte Ltd., Singapore (Formerly known NIIT Technologies Pte Ltd., Singapore )	703
3,276,427 (31 March 2021: 3,276,427) Shares of 1 UK Pound each fully paid-up in Coforge UK Ltd., UK (Formerly known NIIT Technologies Ltd., UK )	204
537,900 (31 March 2021: 537,900) Equity Shares of Euro 1 each fully paid-up in Coforge GmbH, Germany (Formerly known NIIT Technologies GmbH, Germany	185
50,000,000 (31 March 2021: 50,000,000) Equity Shares of Rs 10/- each fully paid-up in Coforge SmartServe Limited (Formerly known NIIT SmartServe Limited )	500
1,000,000 (31 March 2021: 1,000,000) Equity Shares of Euro 1 each fully paid-up in Coforge Airline Technology GmbH Germany (Formerly known NIIT Airline Technology GmbH Germany)	224
5,000 (31 March 2021: 5,000) Ordinary Shares of 1000 AED each fully paid in Coforge FZ LLC Dubai(Formerly known NIIT Technologies FZ LLC Dubai)	63
5,000,000 (31 March 2021: 5,000,000) Equity Shares of Rs. 10 each in Coforge Services Limited (Formerly known NIIT Technologies Services Limited)	25
4,047,631 (31 March 2021: 4,047,631) Equity Shares of Rs. 2 each in Coforge DPA Private Limited (Formerly known NIIT Incessant Private Limited)	4,701
2,13,779 (31 March 2021: 1,47,989) Equity Shares of Rs. 10 each in Coforge SF Private Limited (Formerly known as Whishworks IT Consulting Private Limited)	2,392
541,895 (31 March 2021: Nil) Equity Shares of Rs. 10 each in Coforge Business Process Solutions Private Limited (Formerly known as SLK Global Solutions Private Limited)	9,183
Total equity instruments	18,336

Note:-

*The Company signed an amendment agreement with promoters of Coforge SF Private Limited (Erstwhile Whishworks IT Consulting Pvt. Ltd.) in June 2021 for acquisition of third tranche shares of Coforge SF Pvt. Ltd. on October 5, 2021 and the respective equity shares were transferred to Coforge Limited by October 12, 2021consisting of 59,306 Shares.

** The subsidiary in Philippines is still under closure. Particulars of Contracts or arrangements with Related Parties The Related Party Transaction Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee. The Board amended the Policy in terms of the revised SEBI (Listing Regulations), 2015 regulations on March 22, 2022 effective from April 01,2022, and the amended Policy is uploaded on the website of the Company at https://www.coforge.com/

A Statement of all related party transactions is presented before the Audit Committee on a quarterly basis and prior/ omnibus approval is also obtained for the entire year, specifying the nature, value and terms and conditions of the transactions. None of the transactions with the related parties fall under the scope of Section 188 (1) of the Companies Act, 2013. Details of Related Party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2 in Annexure - E.

Management’s Discussion and Analysis Report In terms of Regulation 34(e) of the SEBI (Listing Regulations), 2015 as amended from time to time, the Management’s Discussion and Analysis Report is set out in this Annual Report. Business Responsibility Report

The SEBI (Listing Regulations), 2015, mandates the inclusion of Business Responsibility Statement (‘BRR’) for top 500 listed companies based on market capitalization. In compliance with the same the Company has integrated BRR as part of its Annual Report.

Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Regulations), 2015 as amended from time to time, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor’s in terms of Part E of Schedule V of the said Regulations of the Company forms an integral part of Corporate Governance Report.

Compliance with applicable Secretarial Standards The Company is in compliance with the applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs with all amendments thereto.

AUDITORS & AUDITORS’ REPORT/CERTIFICATE

a. Statutory Audit:

M/s S R Batliboi & Associates LLP (FRN 101049W/ E300004) have carried out Statutory Audit under the provisions of section 139 of the Companies Act, 2013 for the financial year 2021-22. The Report given by Auditors forms part of this Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

b. Secretarial Audit:

During the year, the Board of Directors of the Company appointed Mr. Ranjeet Pandey (Membership No.5922) of M/s Ranjeet Pandey & Associates, Company Secretaries (CP No.-6087), in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed thereunder, for the Financial Year 2021-22. The Secretarial Audit Report for the financial year ended 31st March 2022 was considered by the Board in its meeting held on May 06, 2021 and the said Report given by Secretarial Auditors is annexed to this Report as Annexure-F. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

c. Auditors Certificate on Corporate Governance:

As required by SEBI (Listing Regulations), 2015, the Auditor’s Certificate on Corporate Governance is provided within the Corporate Governance Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

d. Cost audit & records:

Section 148 of the Companies Act, 2013 is not applicable on the Company. Therefore, cost audit has not been conducted for the financial year 2021-22 and records are not maintained.

e. No fraud has been reported by the Auditors to the Audit Committee, Board or any other relevant authority.

HUMAN RESOURCE INITIATIVES

FY22 continued as an unprecedented year for human resources as it necessitated engaging differently with our people. The year also saw immense impact of Covid and needed the HR function

to switch gears and focus predominantly on well-being of our employees and their families. We continued with our focus on 4E strategy that entailed Examining the pulse of the organization on an ongoing basis and taking actions around Engagement, Education, and Encouragement for meaningful interactions with our people. The outcomes of these interventions are visible through our key people indicators like attrition, employee satisfaction, and employee commitment. The year also saw an “agile” way of working even in terms of processes and policies to respond to the ongoing pandemic.

Elements of our strategy have been listed below:

Examine: We at Coforge use various tools to assess and monitor the pulse of our employees. My Voice, Annual Employee Engagement Survey (EES) is our most comprehensive tool that focuses on key areas like professional growth, work life balance, training, team work, commitment index, and so on. However, the focus this year was while continuing on the EES journey we must look at an outside in view as well and benchmark ourselves with the best- which drove us to participate in Great Place to Work (GPTW). Coforge did make it to GPTW in the year (May’21-May’22) and additionally, was also nominated as GPTW for Women category.

The pandemic forced us on deeper introspection, frequent dipsticks, and new ways to engage and support employees. Being a people-centric organization, it was important to be aware of the change, and come up with employee-oriented solutions in the new normal.

Engagement: We, at Coforge, lay great emphasis on effective internal communication to drive better productivity, cohesiveness, and collaboration. The pandemic did catch us by surprise in terms of the erstwhile modes of engagement suddenly being invalid, but could not stop us from engaging with our employees. Only the mode of engagement changed.

It is interesting to see how seamlessly the leadership team and HR function have been leveraging on virtual engagement and it will be fair to say that it has been widely accepted by our employees too.

The objective of these connect range from motivating employees, apprising them of success stories, business updates, providing them with visibility of prospects in the pipeline, policy updates and engagement sessions.

To enable our employees to break the monotony of work and to bring down the curses of lock down effect, we curated engagement activities to help strengthen culture, happiness, and productivity and to create a lively workforce. From Singing Idol to Dancing Star; Lockdown Lessons to Workstation Decoration; Karaoke Time to Diwali Dishes - all had a virtual avatar. Activities like Treasure Hunt, Tambola, Kids Got Talent, were designed to engage the extended families of our employees. What is a festival without fun and amusement with families -Diwali, Christmas, and New Year were celebrated virtually through online activities like Word Scrabble, Virtual Treasure Hunt, and Painting by Little Artists, etc.

Education: With the extent of disruption created by the pandemic by sudden work from home, children not going to school, and house help not available for helping in the household chores, it seemed important to empower employees in various aspects of their life. Thus, we launched a series of programs around Safety, Physical Health, Emotional Wellbeing, Career Resilience, and Cyber Security.

• Corona Safety: An ongoing session and communication plan on Say “No” To Corona for all our employees, which created awareness on the preventive measures to be followed at home and at work. Parenting Tips on how to manage kids effectively while juggling between household chores and professional commitments were sent to all employees, and Webinars were conducted for Getting the Balance Right during Work from Home.

• Physical Health: To address the physical wellbeing of our employees and to educate them about taking care of themselves, we streamed a series of programs like Desk Exercises, and The Art of Doing Yoga. Besides the regular activities, Covid Care team was established that worked round the clock to help our employees and their families during the pandemic. On one side we encouraged and facilitated our employees and their families to get vaccinated in our campuses on the other hand the team went to the extent of converting our offices into Covid care facilities (CCF) to meet the need of the ongoing pandemic.

• Emotional Wellbeing: Being cognizant of the stress and panic created by the global pandemic, regular webinars were organized by wellness experts on Managing Stress, Claiming Resilience, and Emotional Engineering. We also started a 24X7 employee assistance program (1to1 Help. net) for our employees and their families which has been widely uses and adopted.

• Career Resilience: To develop employees, interactive Executive Fireside chats with leaders were conducted on topics like Where are we heading in Digital, and Journey to Cloud to name a few. Employees were motivated to upskill themselves on new Technology areas over our platform Percipio. Employees were guided on Virtual Meeting Etiquettes.

• Cyber Security: Working from home poses a threat to information security, making it important to educate employees on Data Security. Additionally, many information security write-ups were circulated, and people had the option to participate in some fun quiz on Data Privacy Day.

Encouragement: We at Coforge believe in creating a culture of appreciation, encouraging and rewarding excellence, and promoting innovation at the workplace. We have Annual awards, ongoing Inspire awards, and awards for innovation. In

this pandemic year, we continued with special category Coforge Warriors in our Annual awards to felicitate employees who supported in the pandemic; we launched special campaigns to express gratitude in pandemic times; and our innovation campaign was themed on the pandemic.

• Annual Awards: Every year, an array of Annual awards are given to recognize our employees, to encourage and motivate them. The annual structure of our awards is as below:

? Global Leadership Awards (GLA) is awarded to people in leadership cadre who have significantly impacted the organization growth through strategic initiatives, and the winners of this award are sponsored to an Executive Management Program at the prestigious Harvard Business School.

? CEO’s Club of Achievers (CCA) is the most coveted and prestigious award at Coforge. CCA awardees are sponsored to a Leadership Development Program at the leading management institute of India - IIM Ahmedabad.

? Award of Excellence (AOE): The award endeavors to recognize employees for whom excellence is a passion and they ‘walk the extra mile’ and stand out in the crowd.

? Excellerator: An employee who makes excellence a habit and has been awarded the Award of Excellence for the third time in their tenure is conferred with the honor of being called an Excellerator, and it’s a practice to name a meeting room after the person.

? Coforge Warriors Award was awarded to people who worked from our client / office premises during the lockdown.

• INSPIRE: We also have a Reward and Recognition mechanism called INSPIRE that nurtures a culture of value creation for customers. It is an online, on-going point-based rewards mechanism with exciting redemption options where employees can exercise their choice! Since the platform is digital, it became easier for us to propel this medium in the pandemic time when everything moved from in-person setup to a virtual set-up in corporate world. The Inspire award winners who were otherwise felicitated during the quarterly town halls, were now felicitated virtually.

Learning & Development

A systematic approach to Learning and Development (L&D) of employees is vital for any organization. At Coforge, we are focused on building people’s capabilities to create a future-ready workforce that contributes in achieving business goals of the organization. In the new normal of virtual presence, we offer an immersive learning space with diversified learning methodologies which include cutting edge content & hybrid methodology of learning. With our one-of-a-kind learning

- Showcase & report-out progress & impact stories Apart from our open calendar offerings, here are few high impact solutions delivered in FY 22:

framework and future-facing approach we also integrate technology into learning strategies.

Readying the workforce for the challenges of today and opportunities of tomorrow is one of the key focus areas for any organization to thrive in this VUCA world. This requires the firm to meaningfully invest in developing its talent, not just in technical, domain & functional skills; but also in its human skills. With the same intent, LEAD (Learning Experiences Accelerating Development) came to life on 24^th August, 2021, with a vision to ‘Design & deliver a global learning strategy that is integral to business success - an agile learning ecosystem skilling the firm for the future and to create impactful learning solutions catering to all leadership, sales, behavioral & human skills capability development’. We have designed an experiential and impact-driven approach for developing employees, team leaders, and managers to learn, practice, and implement behaviour change and related attitudes further enhancing personal efficiency and performance.

In the LEAD canvas, we have created a holistic set of solutions:

- Virtual Instructor Led Learnings

- Anytime Anywhere Solutions

- Learning from the Experts

- Sales Capability Build

1. LPODs (LEAD Programs on Demand): Delivered ~ 20 customized blended solutions addressing business-specific learning needs across verticals, geos, service lines & functions.

2. Senior Leaders New Hire Assimilation Program: This program is aimed at helping the new leaders in:

- Gaining a deeper understanding of the firm, our priorities and key business drivers

- Better navigating the organisational matrix by meeting the Coforge leadership

- Providing them an opportunity to interact and engage with them

- Creating an informal cohort network for you to leverage in your Coforge journey

3. Promoting usage of GlobeSmart: A platform which provides an effective, user-friendly intuitive global learning experience to approach intercultural differences in a meaningful way. It advances inclusion, increases collaboration, builds interpersonal relationships and eliminates boundaries with peers, customers & stakeholders for organizations to succeed globally.

4. Building LEAD presence globally: Open calendar programs catering to all time zones. Focussed Anytime Anywhere solutions to bridge the learning gaps by leveraging platform like Percipio. Designed contextually relevant programs for the global audience. Engaging with global business leaders via panel discussions, fireside chats.

5. Continued rigour & focus on compliance trainings. Annual Training Snapshot

LEAD is working towards strengthening a learning culture at Coforge to:

- Align learning to org and global employee needs

- Create a continuous learning experience through multiple learning avenues

- Strengthen L&D presence across the globe

- Acknowledge & recognize learning & learners - build learnability

Training Category	Hours of Training
Safety, Security & Diversity related	13,489
Behavioural	24,666
Leadership & Management	4,421
Technical	5,30,012
Domain / Functional	25,574
Total	598,162

We offer multiple learning platforms with enhanced experience like Percipio, MS Learn, Trail Head, Focus on Force, Automation Anywhere etc. that enables informal learning with vast search option. Collaboration with External Enterprising Learning Partner for Preparing Post Digital Future-Ready Certified Workforce with completing various Technical and Functional certification. Coforge embarked on a “Journey to Cloud” in

order to pivot for next phase of growth and created personalized learning tracks and encouraged certification of AWS, AZURE & GCP to enhance our capabilities in Cloud Strategy, Cloud Architecture, Cloud Operations and Cloud Securities.

COVID-19 has been the biggest disruptor of the century. The only way out is to be a Future-Ready Work Force. We brought in External Experts for Deep Dive discussions from renowned organizations like Microsoft, ServiceNow, GlobeSmart etc. together and created Lounges for discussion and query resolution.

We converted our Campus Engineering Graduate program from classroom model to a virtual hybrid model with a pre onboarding self-learning module. Delivering world class virtual Instructor Led Training on wide range of topics like Dev SecOps, Cloud Native development , ITIL Implementation Stories, Agile Transformation Layers, Blockchain, RPA & Intelligent Automation etc.

We created customized Micro E-learning Modules with the help of our internal Subject Matter Experts. We created modules like and also supported the Travel & BFS Verticals in creating Domain Academy on Percipio and a QE Academy for the Testing fraternity

L&D function has ensured capability enhancement by adhering to the vision & Mission statement Engage with the Emerging, Transform at the Intersect. In the new normal we are enabling Team Coforge to Unlearn, Relearn and Adapt by making learning Intentional, Personalized & Immersive.

Particulars	EES FY21	EES FY22
Participation	81%	83%
Overall Satisfaction Score	75%	82%
Commitment Index	75%	82%

• As per FY22 My Voice EES, the highest-rated drivers of engagement are Basic Needs (90%), Teamwork (90%), Manager Support (85%), and Company Image & Brand Name (85%)

• Top rated areas are:

o My job is important to achieve Business goals (93.9%) o My team and other teams that I work with are committed to doing quality work (93.8%)

o I am aware of what my goals are and what I am expected to do (93%)

• Scores that have shown maximum improvement over the previous year are:

o Work-life Balance (|11%) o Compensation (|11%)

The above results are indicative of our approach of We Care through differentiated employee benefits globally, EAP, Covid support, We Engage with our employees and their families effectively, through virtual engagement activities, induction programs, celebrations, We Grow through learning avenues provided, career opportunities, We Innovate with our culture of Innovation as a service offering, We Contribute to society with our CSR initiatives, environment sustainability, We Connect with our employees through virtual and physical modes, and We Inspire continuously via our Rewards and Recognition programs, inspiring campaigns, quarterly & Annual RnR, etc.

In order to get useful insights into engagement levels and employee satisfaction, the Company conducts an annual Employee Satisfaction Survey - My Voice, the findings of which enable it to make improvements in its workplace environment. My Voice - EES for FY22 showed measurable progress over last year’s results.

We converted our Campus Engineering Graduate program from classroom model to a virtual hybrid model with a pre onboarding self-learning module. Delivering world class virtual Instructor Led Training on wide range of topics like Dev SecOps, Cloud Native development , ITIL Implementation Stories, Agile Transformation Layers, Blockchain, RPA & Intelligent

Technical Training

At Coforge, we are focused on building people’s capabilities to create a future-ready workforce that contributes in achieving business goals of the organization. We offer an immersive learning space with diversified learning methodologies which include cutting edge content & hybrid methodology of learning.

In the drive to Co-Build with Service Lines to meet the Upskilling & Reskilling Needs of the Organization, L&D Team in Collaboration with Service Lines, have set up various Academies to empower employees in leveling up their skills. Technical Training team at Coforge (iEnable) launched CETTC - A specially crafted training calendar comprising the latest technologies

SL	Total Training Facilitated	Count of SMs Covered
Digital	24	662
Data & Analytics	37	859
QE	26	720
CIMS	23	806

Coforge Limited received an Honorable Mention for the LEADER AWARD: BEST LEARNING OUTCOME at the 2021 Skillsoft Perspectives conference.

The School for Employee Education Development (SEED) applies training methods and techniques like remote learning, online platforms, licensed learning partners and Instructor Led Virtual sessions, covering around 700,000 learning hours in the development movement.

Annual Technical Training Snapshot (iEnable) - This does not include behaviour, leadership or compliance training.

Training Category	Hours of Training	% Hours
Technical	530,012.2	94.5%
Functional	6371.4	1.1%
Domain	19,202	3.4%
Delivery Excellence	5,120	0.9%
Total	560705.6

Automation etc.

We offer multiple learning platforms with enhanced experience like Percipio, Microsoft ESI, AWS, GCP, Service Now etc. that enables learning with vast search option.

L&D has also collaborated with Percipio Skillsoft for vILT Bootcamps, which are a series of interactive streaming events hosted by live instructors. Bootcamps sessions like Azure, AWS, Full Stack .

Campaign for Lateral Hire - L&D Induction - GROWTH HUB! -Point of Contact for various Development Needs, to enhance and align their capability, to meet the business & client expectation. We have had a participation and coverage of more than 87% for the identified 1314 SMs and have a projection to continue for 886 lateral hires and on as we keep growing.

With a focus on Organization’s Upskilling Agenda - Foundation Online Learning Tracks for Cloud Platforms were allocated as assignments to Technical SM up till Band -3 in JAN, which has been completed by 3489 employees - Azure - 1109; AWS-1255; GCP - 1125 and 2103 SM’s are in progress To build professional credibility through various certification drives 1986 employees have been trained & certified as on31 March in FY’22, to enhance capabilities and create a future-ready workforce.

Top 5 categories basis count are - Microsoft Azure with 1002, followed by 303 count for PEGA, SAFe Certifications counts for 207, Appian is 142 and Salesforce is 102.

L&D function has ensured capability enhancement by adhering to the vision & Mission statement Engage with the Emerging, Transform at the Intersect. In the new normal we are enabling Team Coforge to Unlearn, Relearn and Adapt by making learning Intentional, Personalized & Immersive.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at the workplace, in line with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company believes in providing all employees a congenial work atmosphere, which is free from discrimination and harassment, without regard to caste, religion, marital status, gender, sexual orientation, etc. During the year, the Company conducted various awareness programs and workshops at

all locations. Employees are required to attend compulsory awareness and training program on POSH on our virtual learning platform - Percipio. During the year, the Company conducted various awareness programs and workshops at all locations. The Company received two complaints pertaining to this and both of them were duly resolved in the Financial Year.

AWARDS AND RECOGNITIONS

The Company has been recognized in several important ways at the national and global levels, related to its leadership in specific industry verticals, and its robust HR practices.

1. Coforge recognized with 2021 Great Place to Work certification

2. Coforge recognized in India’s Best Workplaces for Women 2021 by Great Place to Work India Institute

3. Coforge ranked #1 in Business Understanding Proactivity and Contractual Flexibility in the Whitelane and PA Consulting’s UK IT Sourcing Study 2021

4. Coforge recognized as a Leader in Low Code Application Services 2021 by NelsonHall Coforge earns Global Elite Distinction in the Pega Partners Program

5. Coforge named JAPAC Breakthrough Partner of the Year by MuleSoft

6. Coforge SF Private Limited (erstwhile WHISHWORKS) was named Strategic Partner India by MuleSoft

7. Coforge achieves AWS Travel and Hospitality Competency Partner recognition

8. Coforge named as a ‘Major Contender’ in the Salesforce Services in Insurance PEAK Matrix® Assessment 2022 of the Everest Group

9. Coforge BPS (erstwhile SLK Global) recognized as a Major Contender in Mortgage operations PEAK Matrix® Assessment 2022 of the Everest Group

10. Coforge wins service partner award, recognized for their significant and continual investment in building capability to successfully implement Automation Anywhere digital workforce platform

11. Coforge SF Private Limited (erstwhile WHISHWORKS) was recognized as one of the Top 10 Digital Banking Solution Providers in the UK-2021 by the Financial Tech Review magazine

ACKNOWLEDGEMENTS

The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by employees of the Company during the year. In addition, the Directors wish to thank the Company’s customers, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors regret the loss of lives due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked his life and safety to fight this pandemic. The Directors acknowledge and appreciate the support and confidence of the Company’s shareholders and remain committed to enabling the Company to achieve its growth objectives in the coming years

For and on behalf of the Board of DirectorsBasab Pradhan ChairpersonPlace: California, USA

DIN: 00892181 May 12, 2022

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Mar 31, 2021

Your Directors are pleased to present the Twenty Ninth Annual Report on the business and operations of your Company along with the audited annual accounts for the financial year ended March 31, 2021 (FY2021). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE OF THE COMPANY

The highlights of the financial results for the financial year 2020-21 are as follows:

(Figures in Rs.mn except for EPS)
Particulars	FY 2020-21	FY 2019-20	FY 2020-21	FY 2019-20
	Consolidated financials		Standalone financials
Income from operations	46,628	41,839	24,124	22,310
Other Income	326	677	1,056	2,846
Total Income	49,954	42,516	25,180	25,156
Profit before depreciation and taxes	7,978	7,755	3,796	5,775
Depreciation	1,836	1,730	962	902
Exceptional Item	180	71	-	-
Provision for tax & (deferred tax)	1,302	1,278	435	648
Non-Controlling Interest	104	236	-	-
Profit After Tax	4,556	4,440	2,399	4,225
Earnings Per Share (Basic) (In Rs.)	74.68	71.39	39.32	67.93

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

Operating highlights

The financial year under review has been one of outperformance across multiple parameters, with robust revenue and earnings growth as well as strong deal flows

even as the Company navigated an increasingly difficult and unprecedented situation arising out of the Covid-19 pandemic during the last quarter of the fiscal.

Driven by its strategy to transform at the intersect of industry verticals of focus, the Company acquired new customer relationships, won multiple new deals, and enhanced its offerings portfolio through both organic and inorganic means which included the acquisition of an additional stake in the total capital of WHISHWORKS IT Consulting Private Limited (‘WHISHWORKS''), a MuleSoft® and Big Data specialist.

As at March 31, 2020, the Group held 57.6% stake in Whishworks IT Consulting Private Limited (“Whishworks”). Consequent to the Share Purchase Agreement with shareholders of Whishworks, on 9 June 2020, the Group acquired incremental 23.8% stake for consideration of Rs. 689 Mn resulting in Whishworks becoming a 81.4% subsidiary as at 31 March 2021. Pending acquisition of 18.6% shareholding, the group has attributed the profit and each component of other comprehensive income (if any) to Non Controlling Interest, which is included in future acquisition liability.

The Company''s operating performance during the year has also been marked by multiple new engagements and large deal closures. The Company added 45 new clients during FY2021, compared to 41 in the preceding financial year. The Company secured fresh orders worth $781 million during FY2021 (compared to $748 million during FY2020), resulting in a 11% increase in the order book executable over the next 12 months from $468 million as on March 31, 2020 to $ 520 million as on March 31, 2021. Key among the significant operating accomplishments during the year was the Company''s ability to ensure Business Continuity and uninterrupted delivery to its customers worldwide even as multiple countries went into lockdowns amidst increasing concerns over the spread of Covid-19. Coforge Limited has been proactive and nimble in instituting and implementing practices and processes to ensure the safety of its human resources as well as its ability to up to the trust reposed in the Company by its clients. The Company has successfully managed to switch temporarily to a work-from-home-model in order to seamlessly manage business operations and serve its customers while maintaining optimal productivity levels. By the end of FY2021, almost every one of the Company''s delivery resources, including IT Services and BPO, were operating through the work-from-home model, other than the ones who are required to operate from a clean room.

Financial highlights

On a consolidated basis, revenues increased 11.4% to Rs 46,628 million in FY2021 from Rs 41,839 million in FY2021. The financial year FY2020-21 has been an unusually difficult year for all businesses. But for Coforge, which has historically had one of the highest exposures within its peer set to the Travel, Transportation and Hospitality industry, the challenges were severely amplified due to Covid-19. It is important to note that growth, excluding the Travel vertical, has been 24.6% over FY2020. EBITDA (excl RSU) for the year increased 12.7% to Rs. 8,391 million from Rs. 7,448 million in the preceding financial year. EBITDA margin for FY2021 stood at 18.0%, representing anincrease of 19 basis points over the previous financial year. EBITDA (post RSU cost) and acquisition related expenses stood at INR 7,865 Mn, reflecting EBITDA margin of 16.9%. Depreciation during the year at Rs 1,836 million, other income for the financial year, stood at Rs 326 million. The effective tax rate for the year was 21.8%. Profit after tax (PAT) for the year was Rs 4,556 million, representing an increase of 2.6% from the preceding financial year.

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 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.

Dividend

No final dividend has been recommended by the Board for the year under review. However, an Interim Dividend of INR 787.7milion i.e. INR 13 per equity share was paid by the Company subject the approval of the Shareholders.

Transfer to Reserves

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

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report & change in nature of business, if any

There have been no material changes and commitments affecting the financial position of the Company subsequent to the close of the Financial Year to which Financial Statements relate and the date of the Report. However, two major events took place in April 2021, the details of which are provided below:

ACQUISITION OF SLK GLOBAL SOLUTIONS PRIVATE LIMITED

The Company made a strategic investment in M/s SLK Global Solutions Private Limited (the “Investee Company”) on April 12, 2021, and has entered into the following agreements:

(i) Share Purchase Agreement to acquire equity shares equivalent to 60% (sixty per cent) of total issued and paid up share capital of the Investee Company as on date from the existing shareholders of the Investee Company with an obligation to further purchase 20% (twenty per cent) of the total issued and paid up share capital of the Investee Company after 2(two) years from the date hereof.

(ii) Shareholders Agreement to regulate the rights and obligations of the shareholders, inter se and for the internal management of the Investee Company.

In this regard, the Company proposed to acquire equity shares equivalent to 80% (eighty per cent) of the total issued and paid up share capital of the Investee Company over a period of 2 (two) years from the existing shareholders of the Company Out of this, equity shares equivalent to 35% (thirty five per cent) of the total issued and paid up share capital of the Investee Company was purchased on April 12, 2021 (“Tranche 1”) and equity shares equivalent to 25% (twenty five per cent) of the total issued and paid up share capital of the Investee Company will be purchased within 23 business days from Tranche 1, aggregating to 60% (sixty percent) of the total share capital of the Investee Company. The balance equity shares equivalent to 20% (twenty per cent) of the total issued and paid up share capital of the Investee Company will be purchased after two years from the date hereof.

ISSUE OF NON CONVERTIBLE BONDS

The Company proposed to issue up to 3400 Unsecured, Listed, Rated, Redeemable Non-Convertible Bonds of

Directors During the year, there was no change in the Directorship of the Company. The current composition of the Board of the Company is as under:

Name of the Director & DIN Designation

Mr. Basab Pradhan (00892181) Independent Director-

Chairperson

Mr. Sudhir Singh (07080613) Chief Executive Officer

& Executive Director

Mr. Hari Gopalakrishnan Non-Executive Director

(03289463)

Mr. Patrick John Cordes Non-Executive Director

(02599675)

Mr. Kenneth Tuck Kuen Cheong Non-Executive Director (08449253)

Mr. Kirti Ram Hariharan Non-Executive Director

(01785506)

Mr. Ashwani Puri (00160662) Independent Director

Ms. Holly Jane Morris (06968557) Independent Director

Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 & SEBI Listing Obligations & Disclosure Regulations, 2015 as amended, Mr. Basab Pradhan has been appointed as Non-Executive Independent Director and Chairperson of the company by the Board on June 29, 2019 for a term up to June 28, 2021. The shareholders also approved the appointment of Mr. Pradhan in their annual general meeting held on September 21, 2019 in FY20. There are two other Independent Directors on the Board of the Company Mr. Ashwani Puri & Ms. Holly Jane Morris. The composition of the Board is in accordance with the terms of the SEBI Listing Obligations & Disclosure Regulations, 2015 as amended & Companies Act, 2013 as amended from time to time.

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 Obligations & Disclosure Regulations, 2015 as amended. Independent directors have registered themselves with Indian Institute of corporate affairs (IICA).

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.

face value of INR 10,00,000 (Indian Rupees Ten Lakh) (“NCB”) each, aggregating up to INR 340,00,00,000 on a private placement basis in accordance with the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time (“ILDS Regulations”).

The Board of Directors of the Company have approved the issuance of the NCBs in their meeting on April 17, 2021 &the allotment is done on April 26, 2021 by the Board. The Company has obtained all necessary approvals including Listing approval on BSE Limited. The Company''s NCB were finally listed on BSE on April 29, 2021.

CHANGE IN NAME OF THE COMPANY (REBRANDING)

Pursuant to the terms and conditions of the Share Purchase Agreement entered between the Company, NIIT Limited (erstwhile promoter of the Company) & Hulst B.V. signed on April 06, 2019, the Company and its subsidiaries were entitled to use the Licensed Brand of “NIIT” till 18 months from the closing date i.e. upto November 16, 2020.

Accordingly, the Company rebranded its name from NIIT Technologies Limited to Coforge Limited and sought shareholders approval in respect of the amendment in Memorandum and Articles of Association of the Company via postal ballot. The change in name was approved by the Registrar of Companies by issuing a new Certificate of Incorporation dated August 03, 2020 in this regard. Similar activities were performed by all the subsidiaries (both India and overseas) of the Company having brand name NIIT in their names. At all the places where the name NIIT Technologies was appearing was changed to Coforge including Policies, website, as a Scrip with NSE & BSE and with all Regulatory and Statutory authorities etc.

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 of the same is www.coforgetech.com

Details of the Familiarization program for Independent Directors of the Company are available on the website of the Company at https://www.coforgetech.com/sites/default/ files/inline-files/Familiarization-Programme-Independent-Directors.pdf. 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 on the Company at www.coforgetech.com.

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 31,2021:

a) Mr. Sudhir Singh - Chief Executive Officer & Executive Director

b) Mr. Ajay Kalra - Chief Financial Officer

c) Mr. Lalit Kumar Sharma - Company Secretary & Legal Counsel

There is no changes in the status of KMPs during the year.

Number of meetings of the Board

The Board of Directors of the Company met 6 (Six) times in the FY2020-21. 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 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.

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.

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 54,080(Fifty Four Thousand &Eighty) 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 Rs. 605,923,490 as at March 31, 2021 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 fwww.coforgetech.com/investors).

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

I n 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 Board in its meeting held on December 23, 2019 and the shareholders by way of postal ballot by means of a special resolution through postal ballot on February 13, 2020 has approved buy-back of up to 19,56,290 fully paid equity shares of a face value of Rs. 10/- each at a price of up to INR 1,725 (Rupees One Thousand Seven Hundred Twenty Five Only) per share aggregating up to INR 337,46,00,250 (Rupees Three Hundred Thirty Seven Crores Forty Six Lakhs and Two Hundred Fifty only) which represents 20.23% of the paid-up equity share capital and free reserves of the Company. The Buyback was proposed to be made from the shareholders of the Company as on March 12, 2020, Record Date on a proportionate basis under the Tender Offer route through Stock Exchange mechanism in accordance with the provisions of the SEBI (Buyback of Securities) Regulations, 2018. Due to the COVID-19 nationwide lockdown for logistical reasons, the Company sought an extension from the Securities and Exchange Board of India for dispatching the letter of offer and tender form. SEBI has provided an extension for dispatching the letter of offer and tender form within 15 days from the end of the ‘lockdown'' as announced by the Government. All the formalities pursuant to buyback were completed on June 22, 2020 and post buyback corporate action the share capital of the company stood at INR 605,382,690.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

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 and Disclosure Regulation, 2015 as amended, and it consists of a majority of Independent Directors. The Board in its meeting held on March 20, 2019 revised the charter of the Committee in line with SEBI Listing Obligations & Disclosure Regulations, 2015 as amended effective from April 01, 2019. 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. Mr. Ashwani Kumar Puri - Chairperson

2. Mr. Basab Pradhan

3. Ms. Holly Jane Morris

4. Mr. Patrick John Cordes

Mr. Ashwani Puri, an Independent Director is the Chairman of the Committee and Mr. Lalit Kumar 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.

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 Regulations, 2015 as amended. The Board re-constituted the Nomination & Remuneration Committee with the following as members:

1. Ms. Holly Jane Morris - Chairperson of the Committee

2. Mr. Basab Pradhan

3. Mr. Hari Gopalakrishnan

The Board in its meeting held on March 20, 2019 revised the charter of the Committee in line with the SEBI Listing Obligations & Disclosure Regulations, 2015 as amended effective from April 01,2019. 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 onApril 10, 2020, December 28, 2020& March 12, 2021.

Stakeholders’ Relationship Committee

In terms of provisions of section 178 of the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Regulations), 2015, the Company has reconstituted Stakeholders'' Relationship Committee during the year. The Committee is headed by a NonExecutive Director Mr. Kirti Ram Hariharan and consists of Mr. Basab Pradhan and Mr. Patrick John Cordes as members of the Committee. Mr. Lalit Kumar Sharma, Company Secretary & Legal Counsel is the Compliance

Officer of the Company

The scope of Stakeholders'' Relationship Committee was revised pursuant to SEBI Listing Obligations & Disclosure Regulations, 2015 as amended effective April 01, 2019. 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 Regulation, 2015 as amended.

Corporate Social Responsibility (CSR) 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 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 Policy of the Company. 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 Board reconstituted the CSR Committee in its meeting held on October 23, 2019. The members include:

1. Mr. Kirti Ram Hariharan (Chairman of the Committee)

2. Mr. Hari Gopalakrishnan

3. Mr. Ashwani Kumar Puri

4. Mr. Kenneth Tuck Kuen Cheong

COVID Update and CSR

As you are aware that the entire world is suffering from the pandemic novel Coronavirus (Covid-19) since more than one year and India is worst hit in its second wave. Keeping in view the spread of novel Coronavirus (Covid-19) in India, its declaration as pandemic by WHO & a notified disaster, the Ministry of Corporate Affairs (MCA) has clarified that spending of CSR Funds for Covid - 19 is eligible as CSR Activity vide its circular dated March 23, 2020.

The funds may be spent for various activities related to health care. The MCA has also made an appeal to the Corporates and issued a clarification vide its circular dated

April 22, 2021 that “spending for setting up of COVID Care facilities and makeshift hospitals” is an eligible CSR Activity. The Government has made an appeal to the corporates to come forward and supplement government efforts in fulfilling the rising hospitalization needs in view of the second COVID surge.

In our efforts to contribute towards the corporate social responsibility and to help our society, the Company is making use of vacant space outside our office buildings and other places in the building as COVID Care facilities with isolation beds & oxygen beds to cater to rapidly increasing COVID caseload in some of the locations in India. We also propose to target efforts to provide much needed relief to the society by taking the following initiatives:

1. Procure Oxygen cannisters (these provide oxygen for a 1.5 to 2 hour duration each) and keep available with the location wise administration teams.

2. Procure oxygen concentrators that will be delivered to affected people, if required.

3. Ensuring availability of 2 ambulances and 6 cabs with drivers across India 24*7 to transport affected people to any location for urgent care or for pressing in-person doctor consultations.

4. We are in the process of setting up a 20 bed ICU in the Delhi NCR Campus of Coforge. We have tied up with a hospital to staff it 24*7.

5. Vaccination drive being planned for community around various office locations.

6. Arranging the medical advice by qualified and experienced medical professionals to the patient and their family members.

Apart from the above CSR initiatives, we plan to cover more health care facilities within our CSR initiatives to help the Society in this need of help.

CSR IN FY21

The Company has undertaken activities as per the CSR Policy (available Company''s website www.coforgetech. com and the details are contained in the Annual Report on CSR Activities given in Annexure-A forming part of this Report.

The Company''s approach is to spend on activities for the welfare of society under Corporate Social Responsibility activities ensuring that the total spend in each financial year would be above the level prescribed under the Companies Act, 2013. As part of its CSR initiatives, the Company continued its CSR drive around Education, Employability and Infrastructure support.

As part of its sustained CSR initiatives, the Company continued with the Scholarship program for deserving students in NIIT University. NIIT Institute of Information Technology “TNI”, a society registered under the Societies Act, 1860, (Central Act No 21 of 1860) in the office of Registrar of Societies, Government of NCT of Delhi, has set up NIIT University “NU” as a private University at Neemrana, Dist. Alwar, Rajasthan.

Some High Impact Programs at Organization Level in the area of Education, Employability & Infrastructure -

1. SHIKSHA, Dankaur Village, Greater Noida - A

Career Development Centre providing IT and

employability training to the underprivileged students in and around Dankaur village. Coforge launched the center in collaboration with NIIT foundation on 2nd Dec 2015. In FY21, the center impacted around 730 underprivileged students of the community by imparting various career courses and IT skill trainings. The center also provided placements to 12 students from the center.

2. SHIKSHA, Madanpur Khadar, Delhi - The second

Career Development Centre providing IT and

employability training to the underprivileged students in and around Madanpur Khadar area in Delhi was adopted in partnership with NIIT Foundation, on 1st Jan 2017. In FY21, this center impacted 1538 underprivileged students including some differently abled students as well. The center provided placements to over 204 students from the center.

3. Shiksha, Bhangel, Noida - This Career Development Center was added under the Shiksha Program in Oct 2019. The BhangelCenter in partnership with NIIT Foundation, focusses on providing IT and employability training to the underprivileged students in and around Bhangel area in Noida. In FY21, it has impacted over 1080 underprivileged students and provided placements to around 52 students from the center. The center also provided placements to 52 students from the center.

4. Shiksha, Gurgaon - Another Career Development Center was added under the Shiksha Program in August 2019. The organization launched the Gurgaon Center in partnership with NIIT Foundation, the center focusses on providing IT and employability training to the underprivileged students in and around Dundahera area in Gurgaon. The center became operational in October 2019 and since it has impacted around 818 underprivileged students also provided placements to 44 students from the center.

5. Partnering with Academia: Coforge Tied-up with Chandigarh University to set up an AI lab to provide solutions for farmers of Punjab for disease identification of crops and water management and developing low cost smart crop monitoring system for tomato and potato cultivation. Also, the organization tied up with Amity University for a dedicated lab setup to carry out research in the field of AI, ML and DS to plan joint R&D and Patents between industry and academia

6. Recycle Stations at Samadhaan Hub- Coforge collaborated with iamgurgaon to focus on climate change though waste management by designing and setting up of two Recycle Bins Stations at Badshahpur Bund and Biodiversity Park in Gurgaon. The objective of the project was to reduce waste which can be reused and recycled for more productive purposes. These hubs are spaces which give easy access to citizens to reduce waste load and allows a call for action at the individual, community, corporate and school level. This initiative would contribute to reducing a part of the 400 mt recyclable waste from reaching the landfill daily.

7. Urban Afforestation at Noida - Done in partnership with Swechha, the endeavor of this project is greening Noida through urban afforestation activities. Under this project two indigenous fruit bearing forest trails in Noida (Prodigal Farms, Bandh Rd, Near Jaypee Hospital, Sector 131, Noida, Uttar Pradesh 201304) have been designed and developed that would not only eventually serve as a ‘green lung'' and in improving air quality in neighbouring localities, but would also serve as an educational tool for young students that frequently visit the farm.

8. Pond Revival - Coforge in collaboration with Environment Law and Development (ELD) revived the Kheri Pond at Greater Noida which is 2 acres of water body. The project included embankment and beautification of the pathway around the pond by setting up bench, dustbin and solar lights around the banks of the pond. 3 Tanks for natural treatment of inlet water has been constructed. This project not only reduced the immense water pollution in that area but also impacted the lives of the people in and around the village

9. Rainwater Harvesting and Pond Revival: As part of water conservation initiative Coforge partnered with ECO Roots in setting up Rain Water Harvesting

system at Murshidpur Govt. School, Greater Noida. The second project focused on sensitizing people on reducing water contamination and revival of natural water resources. Through this initiative 3 hectare of pond at Bambawad village in Greater Noida has being revived.

Risk Management Committee

The requirement of constituting Risk Management Committee is mandated by SEBI on top 500 companies based on the market capitalization as on March 31, 2018. As the Company continues to fall under the Top 500 category it is required to constitute a Risk Management Committee as per the provisions of the SEBI Listing Obligations & Disclosure Regulations 2015 as amended, effective from April 01, 2019. The Committee comprises of the following Directors:

1. Mr. Basab Pradhan (Chairperson)

2. Mr. Hari Gopalakrishnan

3. Mr. Sudhir Singh

The Internal Audit Head shall be an invitee to the Committee meetings & the Company Secretary of the Company shall be the Secretary to the Committee. The terms of reference of the Committee are provided under the Corporate Governance Report of the Company.

POLICIES OF THE COMPANYNomination & 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 and appointment of Senior Management and their remuneration. The Policy has been revised by the Board of Directors in their meeting held on January 18, 2019 in terms of the amendments in the SEBI Listing Obligations & Disclosure Requirements Regulations 2015 as amended, effective from April 01, 2019. The terms of reference of the Committee have also been revised by the Board in its meeting held on March 20, 2019. 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 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 unethical behaviour, 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 victimisation of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman 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 has been revised by the Board of Directors in their meeting held on Jan 18, 2019 in terms of the amendments in the SEBI Listing Obligations & Disclosure Regulations, 2015 as amended effective from April 01, 2019. The said Policy is available on the Website of the Company URL: https://www.coforgetech.com/sites/default/files/inline-files/ policy-on-determining-material-subsidiaries-new.pdf

Risk Management Policy

The Company has developed and implemented a risk management framework for identification of elements of risk, which in the opinion of the Board need close scrutiny.

Dividend Distribution Policy

The Company has a Policy for Distribution of Dividend under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 adopted during the FY2017. The Board amended the Policy in its meeting held on January 18, 2019. 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 -B 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.coforgetech.com/investors/ code-conduct.

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 2020-21.

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. 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 formulated to monitor, regulate and ensure reporting of deals by employees while maintaining highest level of ethical standards while dealing in the Company''s securities. The policy is amended to bring it in line with the provisions of the prevailing regulations, from time to time.

Code of Fair Disclosure

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

PERFORMANCE EVALUATION

The Board carried out the annual evaluation of its own performance, of the Directors individually as also of its statutory committees, pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 as amended. The evaluation was based on a comprehensive set of criteria finalised by the members in their meeting held on May 04, 2020. The Board considered the evaluation of the members based on one-on-one meetings, and the directors who were subject to evaluation did not participate in the process. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by Independent Directors. The Chairperson communicated the feedback to concerned stakeholders. The Directors expressed their satisfaction to the evaluation process.

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-C. Further, the 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)

y Rules, 2014, the Report and Financial Statements are , being sent to the Members of the Company excluding s the statement of particulars of employees under Rule . 5(2) of the Companies (Appointment and Remuneration

e of Managerial Personnel) Rules, 2014. Any Member t interested in obtaining a copy of the said statement may s write to the Company Secretary at the Registered Office e of the Company and the said annexure is also open for . inspection at the Registered Office of the Company.

Conservation of energy and environment-friendly _e initiatives

_/ Environmental sustainability is the process of making sure that the current processes of interaction with environment is pursued with the idea of keeping the environment as pristine as naturally possible based on ideal-seeking ⁿ behaviour. An ‘unsustainable situation'' occurs when natural ^s resources is used up faster than it can be replenished. ^e We at Coforge Limited always strive to improve our ^d environmental performance continuously to improve upon ^. our carbon footprint performance and contribute our bit ^f towards environment we participated in Van Mahotsav ⁿ drive conducted by Uttar Pradesh Government where ^e we planted 1000 Saplings in and around Greater Noida ^s Campus and all saplings were Geo Tagged and detailed ^e report was submitted to pollution control board to ensure ^t the Vigour of all plants g

_n To improve upon the energy consumption pattern we also migrated from LPG connection to PNG Connection aiding

_s

us save 10-15 % on our energy consumption requirement

_sⁿ. and also helped us improve our carbon footprint and

minimize hazards associated with the use of gas cylinders. n

At Coforge we don''t leave a chance to showcase our environment commitment, like every year this year also we participated in Noida Floriculture competition conducted by Noida Authority and stood first in the competition. We ^d planted 36 different varieties of flowering plants in entire ^d Greater Noida campus and created a flower valley with in L premises.

^al In this pandemic scenario we also managed to get ^e Occupational Health and Safety Management system i.e. ^!r ISO 45001:2018 Certification.

^h Environmental commitment cannot be fulfilled alone until ⁿ we all are aware of our environmental impacts, until we ^d inculcate concept of sustainability in our routine and to achieve the same we launched environment health safety ^e training module at global level where every employee ^s needs to go through the awareness training to improve its ^l) environment act.

Technology absorption and R&D (Research & Development)

Enterprises are asynchronous and need to balance between the burden of maintaining existing legacy or investing in new technologies. Enterprises need to address multi-dimensional and multi-mode operational strategies that drive growth and profitability.

Our Engineering Convergence (EC) strategy defines an adaptable operating system and a multi-velocity business model leveraging our capabilities in Product Engineering for innovations and speed, Cloud Engineering for scalability and elasticity and Process Engineering for optimization and modernization across Business & IT landscape of platforms, systems, and applications.

Our EC employs a Variable IT, Everywhere Enterprise frameworks and methodologies which are adaptable, data driven & autonomous to capitalize on future business opportunities that can drive competitive advantage. Our EC and Technology Innovation Center (TIC) bridges the gap between idea and implementation along with more than twenty thousand professionals who develop, commit, test, operate, and manage code and processes to bring to life, new digital business models and applications.

Product Engineering Convergence - World Economic Forum estimates Digital Transformation will unlock $100T value by 2025. According to Price Waterhouse Coopers, 86% of CEOs believe that digital technologies will transform their business more than any other change. Doing Digital is no longer sufficient. Being Digital with Data & Analytics driven decisions, DevSecTestOps driven product engineering and Cloud driven elasticity & scale are some of the key building blocks fueling the Digital Enterprise. Enterprise who wants startup speed, rely on Data and Cloud to differentiate, and leverage it to further enhance omni channel Client Experience by providing recommendations and personalization.

New means of revenue & channel becomes the imperative for growth and profitability. The heritage of product development at speed and scale demonstrates our engineering capability in creation, launch and management of such products and platforms. Our DNA in engineering infused with AI, Automation, Analytics, helps our Clients leverage the potential of Digital to transform while transition to more modern and cloud-based technologies. As an example, a warehouse management platform developed by Coforge is being used by one of the largest freight forwarder airport in the world.

COVID has accelerated the Digital Transformation and this change is being driven by the customers who expect

relevant content in relation to what they''re doing anytime, anywhere and in the format and on the device of their choosing. It''s their journey that dictates corporate strategy. In order to keep up with this new kind of “always-connected” customer, businesses must embrace technology to deliver an unmatched customer experience.

• Connected Experience - According to Salesforce, 84% of customers feel that experiences are as important as the actual products and services. With Salesforce, we help enterprises build stronger, more valuable relationships with customers across channels and offer personalized experiences, with all information and tools on a single interface. We create competitive advantages by enabling unified experiences for customers and partners on a single platform with personalization and recommendations, thus serving customers faster across every channel. The experiences build stronger, more valuable B2B and B2B2C relationships delivering effortless engagements in real time and across any device. We engineer Client Experience with Client Outcomes at scale enabled by the Salesforce platform providing collaboration, innovation, self-service and fast time-to-delivery, supported by flexible, scalable and future-proof capabilities. Innovative experiences augmented with human-machine and self-learning becomes the norm of any interaction - making the digital experiences a digital reality. Creative design with AI such as identifying winning attributes of a successful product or even predicting future products or even using generative designs for iterative A/B tests. We create “I” in the AI.

• Actionable Insights - According to MuleSoft, 89% of IT leaders say data silos are an obstacle to digital transformation. We help remove data silos and create a seamlessly connected ecosystem that allows instant access to information and drives new, data-driven insights. A comprehensive intelligent data platform built on micro-services, API and AI can help unleash the competitiveness and differentiation in the market. Our Hyper-Intelligence Platform is our knowledge graph platform that enables ingestion, pre-processing, processing and decisioning. We enable transformation, processing, migration, etc. from unstructured to structured data, from SQL to NoSQL, from Block to Object, and from on-prem to Cloud. Boosting data engineering and quality through AI by enriching, de-duplicating, remediating. We help in not just standard Data Engineering with

data warehouses, data lakes, etc. but also Data Modernization, Data Quality, Data Science including data labelling capability for augmentation along with human expert curated data - all in a self-learning and self-improving algorithms. Our proprietary Data Xpress Toolkit enables the acceleration of journey to modernization and Analytics. Tableau capabilities can help Clients deliver powerful analytics to make smarter decision with Salesforce and other platforms. This ability to turn distributed data into insights using visualization, analytics and AI can help Clients deliver on differentiation.

Living Systems - According to Market & Markets, API with API, integration, . Seamless customer experiences require companies to create a fully connected ecosystem, where data are continuously collected, analyzed and transformed to serve the needs of the entire value chain. The need is not only for a point-to-point integration but a multi-point to multi-point cross connect living and breathing systems. Unlock legacy systems, connect legacy assets to SaaS, and reduce integration costs. Our proprietary MuleSoft Migration Toolkit accelerates migration to MuleSoft at rapid pace. This toolkit accelerates time-to-value through reusability, modularity and collaboration while increasing agility and flexible architecture that evolves as the business. Securely sharing data with a zero-trust approach and connects the team to instant customer insights so a tailored service can be provided in real-time analytics. New insights and intelligent forecasting, real-time data sharing and supply chain optimization are fundamental properties of the Living Systems. This aids in adaptable systems which can morph and change according to the data from people, systems, and devices in real time. These exhibit seamless communicating, integration and collaboration among the systems and applications in the new remote world. Product Development - AI infused in Software Development Life Cycle (SDLC) can accelerate development and increase coverage for enhanced quality. Our Development Engineering services

leading with “Design Thinking” to “Lean Startup” methodologies and the next generation “Agile. NEXT” framework build the foundational elements for successful digital product creation. A convergence of Design Thinking, Lean Startup and Agile.NEXT brings to life a single-threaded, single-vision digital product development into digital ready enterprises.

Design Thinking provides a better understanding of users, challenges, and identify alternative strategies and solutions to ideate, prototype and test. Lean Startup builds a Most Valuable Product (MVP) with product-market fit. Agile.NEXT the next generational agile based methodologies adopting and enhancing the Agile Manifesto with special emphasis on DataOps. Our interest is to create Immediate value, foster collaboration across value chain, and provide continuous flow and circular loop feedback. Our microservices reference architecture provides a blueprint for enabling monoliths to decompose services.

Cloud Engineering Convergence - Coforge is capitalizing on its Cloud Engineering strategy and approach by empowering Clients to reimagine how they buy, consume, and innovate in today''s multi-dimensional world whilst accentuating security and reliability!

The cloud adoption is being driven through innovation acceleration as Hyperscale Cloud Providers (Amazon Web Services, Microsoft Azure, Google Cloud) ship over three thousand new releases a year to help customers achieve real business outcomes. However, at the same time organizations are sometimes over-spending (with 80% overshooting their Cloud budgets in 2020), budgets are getting wasted (on average, over 30% of cloud spend in organizations is wasted), and skills gap is widening (90% of organizations say they suffer a growing cloud skills gap). Companies are operating under a new reality where transdisciplinary integration and convergence of multi-cloud to enable core business systems and processes is not an option but sole business imperative! Systems resilience across the stack including applications, architecture, data, cloud, infra, workplace, networking and security is another key agenda leader today are focused on addressing for them to lay the foundation for a robust tomorrow. This is reflective across industry domains, some more than others like Insurance who now no longer have the liberty to circumnavigate along the periphery but must rush against time to address aforesaid challenges head-on. • Platform & Infrastructure - Infrastructure outsourcing services to manage infrastructure including support, engineering services, service management, service desk and monitoring. Including design, build, migrate and support of enterprise applications, COTS, core platforms as well as custom, cloud-native frameworks. AlOps Platform - Our advanced hyper-automation AI OPS platform (an integrated programmable platform) services to realize current trends, optimization and transformation avenues while balancing performance,

availability, and resilience for clients.

Hybrid & Multi-Cloud - Companies are operating under a new reality where transdisciplinary integration and convergence of multi-cloud to enable core business systems and processes is not an option but sole business imperative! Systems resilience across the stack including applications, architecture, data, cloud, infra, workplace, networking and security is another key agenda Leaders today are focused on addressing for them to lay the foundation for a robust tomorrow. This is reflective across industry domains, some more than others like Insurance who now no longer have the liberty to circumnavigate along the periphery but have to rush against time to address aforesaid challenges head-on. Enabling business by supporting hybrid cloud environments leveraging cloud-based solutions and CloudOps services including digital workplace and security. Our global strategic partnerships with Azure, AWS and Google Cloud Platform (GCP) are further fueling the fire to achieve innovation acceleration for our clients. Coforge plans to continue to drive significant cloud penetration within its portfolio by showcasing capabilities that are built on strategic alliances with Hyperscalers (especially AWS and Azure) for sourcing market leading hyperconverged infra, network and security services. This would lead to SKU Based Offerings & Accelerators to enable joint go-to-market models with our strategic partners over the next two quarters and expand the relationship to global scale. In short, driving business outcomes and innovation in hybrid cloud spanning industry verticals and technology partners through engineering convergence. Our journey to cloud is being driven through Coforge''s Cloud Innovation Factory which showcases skills ranging from prototyping to MVPs and Coforge''s ability to drive migrations at scale leveraging migration factory processes. This coupled with our Business Case & Design Thinking helps clients with value realization led approach to transformation, so they get to first-hand experience the art of the possible prior to embarking on a cloud journey with certainty. o Idea-to-Code: reduce burden of entry into new products or markets leveraging cloud native building blocks.

o Remote Everything: scale collaboration and self-help tools to enable digital workplace at extraordinary speed and scale.

o Hyper Automation: resolve high-volume tasks by leveraging ML and AI models to minimize bottlenecks and optimize the deployment of human talent.

o Architecture & Performance Engineering: build on the concepts of site reliability to enhance system availability, minimize performance constraints, and scale applications on multi-cloud to align to business demands.

o Open Systems: leverage standard APIs, protocols and data formats to enable open data movement and achieve widespread multi-cloud interoperability /standardization.

Process Engineering Convergence - Our Digital Process Automation (DPA) provides a framework to optimize and bring efficiencies to the core functions of enterprises while transitioning and transforming to a Digital IT and Digital Business. This enables enterprises, to drive new services, new models, and new capabilities. The DPA approach orchestrates enterprise systems to govern, among others, functions for development, maintenance, and communications, to help ensure compliance. This could be to Orchestrate work from end to end with Case Management, deliver consistent User Experiences across channels, implement Artificial Intelligence for operational efficiency, to name a few. It is also to provide technology specific offerings like Cloud Migration, Integrated DevOps Suits, AI based solutions to accelerate customer objectives. The industry specific use cases and processes like Underwriting, Claims, Customer Onboarding, Smart Dispute/Investigation, etc. converge into cohesive technology solution framework, thereby creating the foundation for digital transformation, data convergence and AI decisioning.

• Modernization of Core - Our Pega and Appian based modernization and process optimization capabilities across case management, enterprise functions such as HR, Finance, Procurement, Grievance & Compliance Management etc., Customer relationship, service, sales and marketing etc. provide a robust rule based workflow, decisioning, routing logic and real-time interactive dashboard with full visibility and reporting capabilities.

• Digitize Business - Our low code / no-code capability in Outsystems and Microsoft PowerApps can rapidly design and develop MVP for any IT and Citizen developers. Employees with workforce

omnichannel customer experiences, crisis response systems, employee safety and enablement are some of the ready to use solutions available to deploy instantly within any Enterprise. Our engineering capabilities in various platforms such as Pega, Salesforce, etc. leverages accelerators that drive various outcome such as Sales Force Automation, Digital Marketing, Field Service, and Connected Commerce. Corporate Functions, Lean IT, Digitize Operations enables can also be provisioned and modeled with our convergent technologies such as Salesforce AppExchange.

• Automate Operations - According to Gartner, the global spend on Robotics Process Automation (RPA) software will be $2.4B in 2022. This increase in spending is primarily driven by the necessity for organizations to rapidly digitize and automate their legacy processes as well as enable access to legacy applications through RPA. No more just a surface automation tool, RPA with intelligence is adding value to the understanding of unstructured data. The manual data integration tasks between systems and application are enabled by RPA''s cost-effective methods. Our Intelligent Process Automation platform leverages COTS and open-source technologies to help mine, automate and standardize processes. Enterprises are slowly discovering that IPA offers benefits beyond cost optimization as the it now can support productivity and increase client satisfaction when combined with other artificial intelligence (AI) technologies such as chatbots, machine learning and applications based on natural language processing (NLP). A data driven next-best action and leveraging the digital workers, bot economy takes shape.

Technology Innovation Center - Our next generation innovation group continues to focus on emerging technologies in the areas of Blockchain, Quantum Computing, Artificial Intelligence (AI) and Cognitive Services like Video Analytics, Advanced NLP, NLG, Text Summarization, Extended Reality and advanced User Interfaces like Smart Speakers, Voice Assistant, Voice-Enabled UI, and Mixed reality UX.

Multiple proofs-of-concept (POCs) have been created in partnership with customers in the Company''s lab at Bangalore and Noida for technology incubation and adoption to solve business problems. The Innovation as a Service offering uses Design Thinking-led innovation to co-innovate with customers to define problems, refine, and prioritize ideas, and prototype solutions to create

Minimum Viable Products (MVP) and services that can be brought to market. In the area of General AI and Advanced Reinforcement Learning, frameworks like deeplearning4J and TensorFlow are being explored and deployable POC created.

• The Blockchain Competency Centre & Lab helps drive thought leadership in various industries such as Healthcare, Travel, Insurance and Banking solutions. For the Healthcare, we have developed a Blockchain-based solution that provides payers, providers, third-party administrators, Health Information Exchanges, and other entities an integrated view of the services rendered to patients. The Anti-Counterfeiting in Drugs solution based upon Blockchain ensures genuine drugs for consumers, ascertains offenders, and reclaims transparency. Trade Finance, also known as the fuel for global commerce, fuses Blockchain''s best technological advancement with our extensive domain expertise to ease its'' inherent challenges and help Clients digitally transform their businesses. Instant issuance of letter of credit, bank guarantees, and other payment methods reduce the delays in payments, whereas instant tracking of shipment status saves time and cost. Coforge''s Travel, Transport, and Hospitality experts bring a unique platform for our stakeholders to understand and experience the emerging tools and technologies. A Blockchain & IoT-based cold supply chain solution provides real-time tracking of temperature, humidity, and other parameters. It ensures the safety and quality of goods, thereby improving confidence in products and the brand.

• We have built a Quantum lab that consists of multiple experiments on which our research teams work. With a worldwide network of Clients in diverse business areas, we are committed to driving our Clients'' innovation by creating a quantum-ready workforce by training and guidance. The application of quantum computing help to solve the most challenging problems in cryptography and machine learning. The Quantum research team is working on the significant Quantum cloud provides like Azure and Amazon Braket.

Coforge is all about working with Clients, co-creating new markets, and transforming existing markets, helping Clients rationalize cost in process while continuously delivering value and growth. We are at an inflection point where the Digital Transformation is accelerating, and this change brings with it new challenges and new opportunities. The new battlegrounds are being serviced it is the one who works faster fails faster and enables growth faster Will be the winner.

As part of our culture, we want to reward experimentation and iteration. We want to enable a culture of learning a cultural collaboration and a culture of open and honest communication. We will reward a culture of loading a culture of understanding a culture of listening. We don''t want to be know it all, but we want to be learn it all. I would welcome any suggestions any opportunity to talk one on one with anyone and to gain insights on how to relentlessly evolve our culture to embrace change to learn and adapt to change and to unearth the opportunities of change.

We help our Clients:

• Rethink - their CapEx and OpEx spends across multicloud to be more flexible and agile and eventually reengineer it as-a-service driven to respond to the needs of business.

• Measure - the Client experience by mapping outcomes to business metrics as opposed to traditional service levels.

• Redefine - the workplace, network, and security services for them to maximize benefits of today''s true multi-cloud landing zones.

• Evolve - current application topology to hybrid-cloud & cloud-native solutions thereby decoupling architectures and increasing uptake of micro services.

• Future Proof - Collaborate with and incrementally and continually adopt new services from OEMs, Partners and hyperscalers mapped to the right use cases, at the right time.

Foreign Exchange Earnings and Outgo (Rs. Million)
Particulars	Year 2020-21	Year 2019-20
Foreign Exchange	21,160	21,207
Earnings
Foreign Exchange Outflow	9,717	9,486

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future

During the year, no order was passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting

procedures and policies of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen controls. All significant audit observations and corrective actions are presented to the Audit Committee for its review and suggestions.

Details of Subsidiary / Joint Ventures / Associate Companies

As on March 31, 2021, the Company has subsidiaries in the United States of America, United Kingdom, Germany, India, Singapore, Thailand, Australia, Dubai, Spain, Poland, Netherlands, Romania, Sweden, Malaysia and Chile.

Details about the companies which have become/ ceased to be subsidiaries during the Financial Year

The Company has not acquired any company directly during the year. However, four new companies in Sweden, Malaysia, Romania and Chile were incorporated.

The Company also acquired additional stake in Whishworks IT Consulting Pvt. Ltd in FY21, increasing the total stake of the Company to 80% of the paid up share capital of the Company.

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is included in the consolidated financial statement and the same has been annexed to this Report as AOC-1 given in Annexure D.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited Financial Statements of the Company, consolidated Financial Statements along with relevant documents are available on the website of the Company (www.coforgetech.com).

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

The Company has not given any loan to any person and any other body corporate. The Corporate guarantees issued by the Company on behalf of the Subsidiaries and Step Down Subsidiaries stands discharged as on March 31, 2021.

The details of the securities acquired by the Company of other body corporates is given as under: (Amt. in INR Mn.)
Investments in equity instruments in subsidiary companies (fully paid)	Investment value as on March 31, 2021
2,837,887 (31 March 2020: 2,837,887) Shares having no par value in Coforge Inc. USA (Formerly known NIIT Technologies Inc. USA)	156
16,614,375 (31 March 2020: 16,614,375) Shares of 1 Singapore $ each fully paid-up in Coforge Pte Ltd., Singapore (Formerly known NIIT Technologies Pte Ltd., Singapore)	703
3,276,427 (31 March 2020: 3,276,427) Shares of 1 UK Pound each fully paid-up in Coforge UK Ltd., UK (Formerly known NIIT Technologies Ltd., UK )	204
537,900 (31 March 2020: 537,900) Shares of Euro 1 each fully paid-up in Coforge GmbH, Germany (Formerly known NIIT Technologies GmbH, Germany	185
50,000,000 (31 March 2020: 50,000,000) Equity Shares of Rs 10/- each fully paid-up in Coforge SmartServe Limited (Formerly known NIIT SmartServe Limited )	500
1,000,000 (31 March 2020: 1,000,000) Equity Shares of Euro 1 each fully paid-up in Coforge Airline Technology GmbH Germany (Formerly known as NIIT Airline Technologies GmbH Germany)	224
5,000 (31 March 2020: 5,000) Ordinary Shares of 1000 AED each fully paid in Coforge FZ LLC Dubai(Formerly known as NIIT Technologies FZ LLC Dubai)	63
5,000,000 (31 March 2020: 5,000,000) Equity Shares of Rs. 10 each in Coforge Services Limited(Formerly known as NIIT Technologies Services Limited)	25
4,047,631 (31 March 2020: 3,642,868) Equity Shares of Rs. 2 each in Coforge DPA Private Limited (Formerly known as NIIT Incessant Private Limited)	4,701
147,988 (31 March 2020: 135,682) Equity Shares of Rs. 10 each in Whishworks IT Consulting Private Limited*	1,623
Total equity instruments	8,424

* Note:- The Company signed an amendment agreement with promoters of Whishworks IT Consulting Pvt. Ltd. in June 2020 for acquisition of second tranche shares of Whishworksin the following manner:

- 12,306 by Coforge Limited and the balance 43,180 shares through CoforgeSmarserve Limited (a WOS of the Company). The above addition in shareholding only includes shares acquired by Coforge Limited.

** The subsidiary in Philippines is still under closure.

Particulars of Contracts or arrangements with Related Parties

The Related Party Transaction Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee. The Board amended the Pol icy in terms of the revised SEBI (Listing Regulations), 2015 regulations effective from April 01, 2019, and the amended Policy is uploaded on the website of the Company.

A Statement of all related party transactions is presented before the Audit Committee on a quarterly basis and prior/ omnibus approval is also obtained for the entire year,

specifying the nature, value and terms and conditions of the transactions. None of the transactions with the related parties fall under the scope of Section 188 (1) of the Companies Act, 2013. Details of Related Party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2 in Annexure - E.

Management’s Discussion and Analysis Report

In terms of Regulation 34(e) of the SEBI (Listing Regulations), 2015 as amended from time to time, the Management''s Discussion and Analysis Report is set out in this Annual Report.

Business Responsibility Report

The SEBI (Listing Regulations), 2015, mandates the inclusion of Business Responsibility Statement (‘BRR'') for top 500 listed companies based on market capitalization as on March 31, 2021. In compliance with the same the Company has integrated BRR as part of its Annual Report.

Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Regulations), 2015 as amended from time to time, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor''s in terms of Part E of Schedule V of the said Regulations of the Company forms an integral part of Corporate Governance Report.

Compliance with applicable Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs with all amendments thereto.

AUDITORS & AUDITORS’ REPORT/CERTIFICATE

a. Statutory Audit:

M/s S R Batliboi & Associates LLP (FRN 101049W/ E300004) have carried out Statutory Audit under the provisions of section 139 of the Companies Act, 2013 for the financial year 2020-21 . The Report given by Auditors forms part of this Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

b. Secretarial Audit:

During the year, the Board of Directors of the Company appointed Mr. Ranjeet Pandey (Membership No.5922) of M/s Ranjeet Pandey & Associates, Company Secretaries (CP No.-6087), in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed thereunder, for the Financial Year 202021. The Secretarial Audit Report for the financial year ended 31st March 2021 was considered by the Board in its meeting held on May 06, 2021 and the said Report given by Secretarial Auditors is annexed to this Report as Annexure-F. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

c. Auditors Certificate on Corporate Governance:

As required by SEBI (Listing Regulations), 2015, the Auditor''s Certificate on Corporate Governance is

provided within the Corporate Governance Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

d. Cost audit & records:

Section 148 of the Companies Act, 2013 is not applicable on the Company. Therefore, cost audit has not been conducted for the financial year 2020-21 and records are not maintained.

e. No fraud has been reported by the Auditors to the Audit Committee, Board or any other relevant authority.

HUMAN RESOURCE INITIATIVES

FY21 has been an unprecedented year for human resources as it necessitated newer models for connecting with people, owing to the sudden advent of ‘virtual mode of working''. We arrived at our 4E strategy that entailed Examining the pulse of the organization on an ongoing basis and taking actions around Engagement, Education, and Encouragement for meaningful interactions with our people. The outcomes of these interventions are visible through our key people indicators like attrition, employee satisfaction, and employee commitment.

Some of the elements of our strategy have been listed below:

Examine: We at Coforge use various tools to assess and monitor the pulse of our employees. Annual Employee Engagement Survey (EES) is our most comprehensive tool that focuses on key areas like professional growth, work life balance, training, team work, commitment index, and so on. However, this is an annual survey and we wanted something more frequent. We therefore initiated random dipstick surveys to assess employee needs within each business group, and arrived at action plans to respond to the survey inputs. We also stepped up our one-on-one HR Connects and group Skip meetings to understand concerns and resolve them almost real time.

The pandemic forced us on deeper introspection, frequent dipsticks, and new ways to engage and support employees. Being a people-centric organization, it was important to be aware of the change, and come up with employee-oriented solutions in the new normal.

Engagement: We, at Coforge, lay great emphasis on effective internal communication to drive better productivity, cohesiveness, and collaboration. The pandemic did catch us by surprise in terms of the erstwhile modes of engagement suddenly being invalid, but could not stop us from engaging with our employees. Only the mode of engagement changed.

For the first time in the history of our organization, we gathered under one roof for a common Global Annual Day on a Virtual platform to celebrate the success and achievements of the organization and of our employees. The Annual day entailed updates from leaders, annual awards, and performances by teams. Employees enjoyed showcasing their talents, and the rest of us enjoyed cheering them for entertaining and motivating us in our virtual event.

Each of the business teams ramped up on employee connects via global townhalls. The objective of the townhalls was motivating employees, apprising them of success stories, business updates, and providing them with visibility of prospects in the pipeline.

To emphasize on the power of connecting, Virtual Coffee Sessions with the Delivery Heads were scheduled to bring in the flavor of oneness and team spirit.

To enable our employees to break the monotony of work and to bring down the curses of lock down effect, we curated engagement activities to help strengthen culture, happiness, and productivity and to create a lively workforce. From Singing Idol to Dancing Star; Lockdown Lessons to Workstation Decoration; Karaoke Time to Diwali Dishes - all had a virtual avatar. Activities like Treasure Hunt, Tambola, Kids Got Talent, and PUBG were designed to engage the extended families of our employees. What is a festival without fun and amusement with families - Diwali, Christmas, and New Year were celebrated virtually through online activities like Word Scrabble, Virtual Treasure Hunt, Painting by Little Artists, etc.

Education: With the extent of disruption created by the pandemic by sudden work from home, children not going to school, and house help not available for helping in the household chores, it seemed important to empower employees in various aspects of their life. Thus, we launched a series of programs around Corona Safety, Physical Health, Emotional Wellbeing, Career Resilience, and Cyber Security.

• Corona Safety: A session on Say “No” To Corona was introduced and mandated for all our employees, which created awareness on the preventive measures to be followed at home and at work. Parenting Tips on how to manage kids effectively while juggling between household chores and professional commitments were sent to all employees, and Webinars were conducted for Getting the Balance Right during Work from Home.

• Physical Health: To address the physical wellbeing of our employees and to educate them about taking

care of themselves, we streamed a series of programs like Desk Exercises, and The Art of Doing Yoga. We created an interesting snippet Gangu Bai & Gangu Bhai about inclusivity in sharing the burden of household chores during work from home.

• Emotional Wellbeing: Being cognizant of the stress and panic created by the global pandemic, regular webinars were organized by wellness experts on Managing Stress, Claiming Resilience, and Emotional Engineering. We also started an interesting series around sharing of lockdown stories by the employees.

• Career Resilience: To develop employees, interactive Executive Fireside chats with leaders were conducted on topics like Where are we heading in Digital, and Journey to Cloud to name a few. Employees were motivated to upskill themselves on new Technology areas over our platform Percipio. Employees were guided on Virtual Meeting Etiquettes. Under the banner of Bodhi tree, leaders shared their experiences on topics like Managing Finances, Wellness Freedom, Digital Declutter, etc.

• Cyber Security: Working from home poses a threat to information security, making it important to educate employees on Data Security. Additionally, many information security write-ups were circulated, and people had the option to participate in some fun quiz on Data Privacy Day.

Encouragement: We at Coforge believe in creating a culture of appreciation, encouraging and rewarding excellence, and promoting innovation at the workplace. We have Annual awards, ongoing Inspire awards, and awards for innovation. In this pandemic year, we added a special category Coforge Warriors in our Annual awards to felicitate employees who supported in the pandemic; we launched special campaigns to express gratitude in pandemic times; and our innovation campaign was themed on the pandemic.

• Annual Awards: Every year, an array of Annual awards are given to recognize our employees, to encourage and motivate them. This year, the awards were handed over on our Global Virtual Annual Day, wherein the entire company came together on a virtual platform to felicitate the people who earned the rewards. The annual structure of our awards is as below:

o Global Leadership Awards (GLA) is awarded to people in leadership cadre who have significantly impacted the organization growth through strategic initiatives, and the winners of this award are

sponsored to an Executive Management Program at the prestigious Harvard Business School. o CEO''s Club of Achievers (CCA) is the most coveted and prestigious award at Coforge. CCA awardees are sponsored to a Leadership Development Program at the leading management institute of India - IIM Ahmedabad.

o Award of Excellence (AOE): The award endeavors to recognize employees for whom excellence is a passion and they ‘walk the extra mile'' and stand out in the crowd.

o Excellerator: An employee who makes excellence a habit and has been awarded the Award of Excellence for the third time in their tenure is conferred with the honor of being called an Excellerator, and it''s a practice to name a meeting room after the person.

o Coforge Warriors Award was awarded to people who worked from our client / office premises during the lockdown.

• INSPIRE: We also have a Reward and Recognition mechanism called INSPIRE that nurtures a culture of value creation for customers. It is an online, ongoing point-based rewards mechanism with exciting redemption options where employees can exercise their choice! Since the platform is digital, it became easier for us to propel this medium in the pandemic time when everything moved from in-person set-up to a virtual set-up in corporate world. The Inspire award winners who were otherwise felicitated during the quarterly town halls, were now felicitated virtually.

• Special Campaigns:

o Inspire Karona campaign was launched to recognize the efforts of our employees who went the extra mile to support the team during these unprecedented times. The name was derived from the pandemic itself & gave a platform to each employee to recognize anyone for their contribution in such difficult times. Employees who stepped up and volunteered to execute these tasks are the true heroes of the organization, and they were appreciated and recognized through this initiative. o THANKATON was a special campaign designed to acknowledge & thank our Colleagues for their efforts in ensuring business continuity during these unprecedented times. It was a week long campaign which was launched during COVID with different themes designed for each day. As a part of this

ra mnainn cato, n/nnci in tha n rnan i vati nn ininqH

hands together to appreciate & thank our heroes who had been delivering selflessly during these difficult days. 15000 recognitions were shared in this campaign!

Learning & Development

A systematic approach to Learning and Development (L&D) of employees is vital for any organization. At Coforge, we are focused on building people''s capabilities to create a future-ready workforce that contributes in achieving business goals of the organization. In the new normal of virtual presence, we offer an immersive learning space with diversified learning methodologies which include cutting edge content & hybrid methodology of learning. With our one-of-a-kind learning framework and future-facing approach we also integrate technology into learning strategies.

The organization learning initiatives are focused on competency-building & professional skilling around Business Analysis, Data & Analytics, Digital Integration, Intelligent Automation and very Large and Complex Program Management Skills. The Company''s School for Employee Education Development (SEED) applies training methods and techniques like remote learning, online platforms, licensed learning partners and Instructor Led Virtual sessions. The integrated learning approach helps employees become more versatile, accumulating around 400,000 learning hours in the development movement. Behavioural skills are also an important part of the corporate culture. One cannot overlook the fact that the role of human behaviour is a crucial factor for the performance and success of any organization. Behavioural skills training helps manage optimal human behaviour for better work performance.

Our Behavioural and Soft Skills training is an experiential and evidence-based approach for training employees, team leaders, and managers to learn, practice, and implement behaviour change and related attitudes to enhance personal efficiency and performance.

Coforge introduced trainings for all Business Units through a blended approach. These trainings address the “how” and “why” of effective communication techniques. Crucial building blocks of the training were self-learning through Percipio and an understanding of cross-cultural dynamics via Globesmart. Methodologies adopted were Instructor Led Trainings, Role plays, Case Studies and Coaching. Major takeaway from the trainings has been a rejuvenation of interest among participating employees through capsule programs.

A wheel of realization and implementation has been set in motion with “Behavioural Intervention” trainings. With their deep and far reaching effects in consideration, these training sessions are directed to achieve both business and manpower related advantages to Coforge.

A huge progress is also marked towards Management Development Programs which aimed at developing future leaders to effectively lead, engage, and develop their teams. With the clear perspective of strengthening people management skills and building trust through effective leadership and communication, the Supervisory Development Program was designed and piloted for an eminent vertical in the organization. The program covered approximately 243 people managers. The execution was divided in 3 stages starting from Assignments / Self-Study before getting into the program, ILT''s for two half-days, and concluding the program through collective transformation series. Each training session delivered by the in-house Learning Team contained elements from allied knowledge areas and was designed around industry specifics and best practices.

Executive Fireside Chat: At Coforge, we understand the importance of leaders leading the flow of communication and information to, from, and among the employees. We believe that traditional communication must give way to a process that is more dynamic yet informal. Hence, our virtual Executive Fireside Chats are akin to conversational style Leadership Development programs for the future flag bearers at Coforge, where they get an opportunity to personally interact and exchange knowledge with the top Executive Leadership of the organization.

Annual Training Snapshot

Training Category	Hours of Training	% Hours
Technical	321,817	79%
Behavioural	42,654	11%
Domain / Functional	18,246	5%
Safety, Security & Diversity related	14,420	4%
Leadership & Management	3,812	1%
Total	400,949

We offer multiple learning platforms with enhanced experience like Percipio, MS Learn, Trail Head, Focus on Force, Automation Anywhere etc. that enables informal learning with vast search option. Collaboration with External Enterprising Learning Partner for Preparing Post Digital Future-Ready Certified Workforce with

completing various Technical and Functional certification. Coforge embarked on a “Journey to Cloud” in order to pivot for next phase of growth and created personalized learning tracks and encouraged certification of AWS, AZURE & GCP to enhance our capabilities in Cloud Strategy, Cloud Architecture, Cloud Operations and Cloud Securities.

COVID-19 has been the biggest disruptor of the century. The only way out is to be a Future-Ready Work Force. We brought in External Experts for Deep Dive discussions

from renowned organizations like Microsoft, ServiceNow, GlobeSmart etc. together and created Lounges for discussion and query resolution.

We converted our Campus Engineering Graduate program from classroom model to a virtual hybrid model with a pre onboarding self-learning module. Delivering world class virtual Instructor Led Training on wide range of topics like Dev SecOps, Cloud Native development , ITIL Implementation Stories, Agile Transformation Layers, Blockchain, RPA & Intelligent Automation etc.

We created customized Micro E-learning Modules with the help of our internal Subject Matter Experts. We created modules like Environment Health & Safety, Creating A Safe Work Environment, Corona Prevention Awareness,Code Of Conduct; Data Privacy and also supported the Travel & BFS Verticals in creating Domain Academy on Percipio and a QE Academy for the Testing fraternity

L&D function has ensured capability enhancement by adhering to the vision & Mission statement Engage with the Emerging, Transform at the Intersect. In the new normal we are enabling Team Coforge to Unlearn, Relearn and Adapt by making learning Intentional, Personalized & Immersive.

Employee Engagement Survey

In order to get useful insights into engagement levels and employee satisfaction, the Company conducts annual Employee Satisfaction Surveys, the findings of which enable it to make improvements in its workplace environment. EES for FY21 showed a measurable progress over last year results.

Particulars	EES FY20	EES FY21
Participation	81.7%	80.6%
Overall Engagement Score	69%	75%
Commitment Index	70%	75%

• As per FY21 EES, the highest-rated drivers of engagement are Teamwork (86%), Basic Needs (86%) and Manager Support (78%)

• Top rated areas are:

o My job is important to achieve Business goals (91.7%)

o My team and other teams that I work with are committed to doing quality work (91.2%) o I am aware of what my goals are and what I am expected to do (90.5%)

• Scores that have shown maximum improvement over previous year are:

o Offered Training (^14%) o Fair and Transparent appraisal (^10%)

The above results are indicative of our approach of We Care through welfare policies, We Engage with our employees and their families effectively, We Enable through learning and development, We Innovate with our culture of Innovation, We Contribute to society with our CSR initiatives, We Connect with our employees through virtual and physical modes, and We Inspire continuously via our Rewards and Recognition programs.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN ATTHE WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at the workplace, in line with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company believes in providing all employees a congenial work atmosphere, which is free from discrimination and harassment, without regard to caste, religion, marital status, gender, sexual orientation, etc. During the year, the Company conducted various awareness programs and workshops at all locations. Employees are required to attend compulsory awareness and training program on POSH on our virtual learning platform - Percipio. During the year, the Company conducted various awareness programs and workshops at all locations. The Company received two complaints pertaining to this and both of them were duly resolved in the Financial Year.

AWARDS AND RECOGNITIONS

The Company has been recognized in several important ways at the national and global levels, related to its leadership in specific industry verticals, and its robust HR practices.

1. Coforge is positioned as a Leader in Zinnov Zones

2020 for RPA

2. Coforge recognized as a ‘Leader'' in NelsonHall NEAT Report 2020 for Cloud Infrastructure Brokerage, Orchestration andManagement Services

3. Coforge has been ranked amongst the top 3 IT service providers in customer satisfaction in Whitelane''s 2020 UK IT Sourcing Study

4. Coforge is positioned as a ‘Major Contender'' in Everest Group''s Pega Services PEAK Matrix® Assessment

2021

5. Coforge positioned as a ‘strong performer'' in the The Forrester Wave™: Digital Process Automation Service Providers, Q3 2020

6. Coforge identified as a prominent provider of Intelligent Text Ingestion for Insurers by Novarica in the report “Intelligent Text Ingestion: Overview and Prominent Providers, December 2020

7. Accelerate towards cloud-native through convergence of trust, domain and AIOPs capabilities

8. Coforge is positioned as a ‘Leader'' in Everest Group''s Insurance Business Model Innovation Enablement Services PEAK Matrix® Assessment 2021

9. Coforge named ISG Top 15 Sourcing Standout in EMEA “Booming 15”

10. Enabling Enterprise Agility with Coforge''s Office of Enterprise Architecture

ACKNOWLEDGEMENTS

The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by employees of the Company during the year. In addition, the Directors wish to thank the Company''s customers, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors acknowledge and appreciate the support and confidence of the Company''s shareholders and remain committed to enabling the Company to achieve its growth objectives in the coming years.

For and on behalf of the Board of Directors Basab Pradhan

Place: California, USA Chairman

Date: May 06,2021 DIN: 00892181

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Mar 31, 2018

Board Report

To,

The Members,

The Directors are pleased to present the Twenty Sixth Annual Report on the business and operations of your Company along with the audited annual accounts for the Financial Year ended March 31, 2018 (FY 2018). The consolidated performance of the Company and its subsidiaries has been referred to wherever required. FINANCIAL PERFORMANCE OF THE COMPANY The highlights of the financial results for the financial year 2017-18 are as follows:

(Figures in Rs.mn except for EPS)

Particulars	FY 2017-18	FY 2016-17
Consolidated Revenues	29,914	28,021
Standalone financials
Income from operations	16,459	15,951
Other Income	1,157	338
Total Income	17,616	16,289
Profit before depreciation and taxes	3,586	3,098
Depreciation	825	909
Exceptional Item	0	221
Provision for tax & (deferred tax)	499	319
Profit After Tax	2,262	1,649
Earning Per Share (Basic) (In Rs.)	36.83	26.90

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR AND STATE OF COMPANY’S AFFAIR

During FY2018, the Company deepened engagements with multiple customers and also acquired new customer relationships, won multiple new deals, and expanded its offerings portfolio.

Revenues increased 6.8% during FY2018 on a consolidated basis, to Rs. 29,914 million from Rs. 28,021 million in FY2017. In constant currency terms, revenues for the year grew 9.7% during FY2018. The Company enhanced footprint in Digital services within US, aided by acquisition of a majority (55%) stake in Ruletek LLC in May 2017 through one of its subsidiaries, Incessant Technologies Pvt. Ltd., India. Digital Services continued to show strong growth, contributing 24% of consolidated revenues.

Operating profits (EBITDA) for the year increased 3.4% to Rs. 5,012 million from Rs. 4,845 million in the preceding financial year. EBITDA margin for FY2018 stood at 16.8%. Consolidated Profit after Tax (PAT) for FY2018 increased to Rs. 2,802 million, up 10.8% over preceding financial year. Cash & cash equivalents stood at Rs. 8,057 million as on 31 March 2018 (compared to Rs. 7,321 million on 31 March 2017) on a consolidated basis.

Operating highlights

The Company recorded several significant operating accomplishments during the year, with multiple new engagements, large deal closures, and the launch of new initiatives aimed at capitalizing on emerging opportunities in the marketplace. In terms of customer acquisition, the Company added 31 new clients in FY2018. The Company was also able to win 7 large deals, spread across US and EMEA. On the back of these customer acquisitions and deal wins, the Company was able to secure fresh orders worth $507 million during FY2018. The order book executable over the next 12 months as on March 31, 2018 stood at $339 million.

The Company continued to make ongoing enhancements to its existing capabilities through investments in new emerging technologies, partnerships, and appropriate skills to deliver exceptional customer value and operational excellence. It also completed some key flagship digital experience projects for several clients and secured multiple new Digital engagements. NIIT Technologies also carved out a separate Data and Automation service line. Within Infrastructure Managed services, the Company has created a stand-alone Cloud Service line under a new leader.

NIIT Technologies also strengthened its offerings in the area of Automation and Robotics, as part of its Smart IT initiative. A unifying component of this initiative is TRON,

an integrated automation framework that consolidates innovative technologies, practices, and tools for business transformation—delivering more value. Leveraging advanced technologies like Robotic Process Automation (RPA), Analytics, Machine Learning, and Artificial Intelligence (AI), TRON framework enables enterprises to deliver business agility, self-enablement, and superior experiences.

During the year, the Company made key changes into its leadership by inducting Mr. Sudhir Singh as Chief Executive Officer and Mr. Arvind Thakur was elevated to the role of Vice Chairman and Managing Director. The company added three new business leaders to drive its growth agenda. Mr. Gautam Samantha formerly with Infosys joins to head Europe geography, Anantha Basavaraju formerly with Fujitsu joins to head APAC, and Madan Mohan formerly with Infosys takes charge of a new service line around Data Services & Automation with his base in the US. In addition the company strengthened its cloud practice by inducting Mr. Bhartendra Gupta formerly with Microsoft based in the US and Antony Shepard, formerly with IBM to be based in UK.

Business Outlook

The Company has been able to adapt to changes in the demand landscape and customer expectations, reflected in its engagement models and enhanced offerings that have evolved to deliver exceptional value. The Company recorded a strong order intake during FY2018, resulting in an expanded order book as it enters the new financial year to support its growth momentum.

The Management’s Discussion & Analysis (MD&A) of the Company’s global business during FY2018 and outlook, along with a discussion of internal controls & risk management and mitigation practices, appears separately in this Annual Report. Reports on Corporate Governance and Corporate Social Responsibility (CSR) are also provided 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 Regulations, 2015 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.

Dividend

The Board in its meeting held on May 04, 2018, has recommended a dividend of Rs.15 per equity share of face value Rs.10/- each (previous year Rs. 12.50 per equity share) for the Financial Year ended March 31, 2018, amounting to Rs.922 million. The proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting to be held on 28th September, 2018. The dividend payout shall be according to the Dividend Distribution Policy of the Company.

Transfer to Reserves

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

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the Report & change in nature of business, if any

There have been no material changes and commitments affecting the financial position of the Company during the year and subsequent to the close of the Financial Year to which Financial Statements relate and the date of the Report. Further, there has been no change in the nature of business of the Company during the year.

COMPANIES ACT DISCLOSURES & CORPORATE

GOVERNANCE

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return (MgT-9) is enclosed as (Annexure A).

Number of meetings of the Board

The Board of Directors of the Company met 7 (seven) times in the FY2017-18. 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 and Disclosure Regulations), 2015 (SEBI Listing Regulations] and amendments thereto.

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 had 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) the internal financial controls are laid to be followed by the Company and that 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 that such systems are adequate and operating effectively.

Directors

a. Retirement by rotation of Mr. Rajendra S Pawar (DIN 00042516), Director

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 & Articles of Association of the Company, Mr. Rajendra S Pawar, Director (DIN 00042516) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting of the Company.

Further, during the year, there has been changes in the designations of Mr. Arvind Thakur & Mr. Rajendra S Pawar. Mr. Arvind Thakur has been elevated to the position of Vice Chairman and Managing Director of the Company w.e.f January 19, 2018, whereas, Mr. Rajendra S Pawar has been designated as Chairman of the Company w.e.f March 27, 2018 on the same terms and conditions as approved by the Shareholders in their meeting held on July 07, 2014. The Board now recommends the appointment of Mr. Rajendra S Pawar as Chairman of the Company and Mr. Arvind Thakur as Vice Chairman and Managing Director of the Company on revised terms and conditions individually for a period of five years and the resolutions seeking approval from the Shareholders of the Company at the ensuing Annual General Meeting of the Company have been duly incorporated in the Notice to the Annual General Meeting.

The brief resumes of the Director seeking appointment/ re-appointment along with the other details as stipulated under Regulation 26 and 36 of (SEBI Listing Regulations] and Secretarial Standards on General Meetings (SS-2), are provided in the Notice for convening Annual General Meeting of the Company.

b. Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Amit Sharma, Mr. Surendra Singh and Mr. Ashwani Puri were appointed as Independent Directors till March 31, 2019 at the Annual General Meeting of the Company held on July 07, 2014. Further, during the year the shareholders approved the appointment of Ms. Holly Jane Morris for a second term of not exceeding 5 years w.e.f April 01, 2017. Statement on declaration by the Independent Directors All the Independent Directors have given declarations that they meet all the requirements specified under Section 149 (7) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Familiarization program of Independent Directors

The details of the Familiarization program of Independent Directors of the Company are available on the website of the Company. The URL of the same is https://www.niit-tech.com/sites/default/files/ Familiarization-Programme-Independent-Directors. pdf. 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 there on the website on the Company at www.niit-tech.com.

c. 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, 2018:

a) Mr. Rajendra S Pawar (DIN 00042516) - Chairman

b) Mr. Arvind Thakur (DIN 00042534) - Vice Chairman & Managing Director

c) Mr. Sudhir Singh Chief Executive Officer

d) Mr. Amit Kumar Garg - Chief Financial Officer

d) Mr. Lalit Kumar Sharma - Company Secretary & Legal Counsel There has been following changes in the status of KMPs as stated above.

- The Board appointed Mr. Sudhir Singh as Chief Executive Officer Designate of the Company on May 29, 2017 as part of the succession process and then appointed him as Chief Executive Officer of the Company w.e.f January 19, 2018.

- There has been changes in the designations of Mr. Arvind Thakur & Mr. Rajendra S Pawar. Mr. Thakur has been elevated to the position of Vice Chairman and Managing Director of the Company w.e.f January 19, 2018, whereas, Mr. Rajendra S Pawar has been designated as Chairman of the Company w.e.f March 27, 2018 on the same terms and conditions as approved by the Shareholders in their meeting held on July 07, 2014.

- The Board recommends the appointment of Mr. Rajendra S Pawar as Chairman of the Company and Mr. Arvind Thakur as Vice Chairman and Managing Director of the Company on revised terms and conditions individually for a period of five years to the Shareholders of the Company at the ensuing Annual General Meeting of the Company.

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.

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 93,950 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 Rs. 614,561,240 as at March 31, 2018 pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014.

The grant wise details of the Employee Stock Option Scheme is partially provided in the Notes to Accounts of the Financial Statement in Annual Report and a comprehensive note on the same forms part of the Board Report, which is available on the website of the Company and the URL for the same is www.niit-tech. com/investors or may be obtained from the Company and is open for inspection at the Registered Office of the Company.

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 is not exercising the voting rights directly by the employees in respect of shares to which the scheme relates.

COMMITTEES OF THE BOARD 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 Regulations, 2015, consisting of majority of Independent Directors.

The composition of the Audit Committee and details of the Meetings and attendance during the FY2017-18 are as under:

Name of the Committee member	Category	Designation	Number of meetings during the Financial Year 2017-18		Dates of meetings held during the year
			Held	Attended	May 04, 2017 July 19, 2017 September 22, 2017 October 17, 2017 January 18, 2018 February 23, 2018 March 26, 2018
Mr. Ashwani Puri	Non Executive- Independent Director	Chairman	7	7
Mr. Surendra Singh	Non Executive- Independent Director	Member	7	7
Mr. Vijay K Thadani	Non Executive Director	Member	7	6
Mr. Amit Sharma	Non Executive- Independent Director	Member	7	6

Mr. Ashwani Puri, an Independent Director is the Chairman of the Committee and Mr. Lalit Kumar Sharma is the Secretary to the Committee. The Board had accepted all the recommendations of the Audit Committee made during the year. The details pertaining to the no. 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 Obligations & Disclosure Requirements) Regulations, 2015.

Nomination and Remuneration Committee The Company has a duly constituted ‘Nomination & Remuneration Committee’ under the provisions of Section 178 of the Companies Act, 2013 and the terms of reference are disclosed under the Corporate Governance Report of the Company in terms of the requirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The composition of the Nomination and Remuneration Committee and details of the Meetings and attendance during the FY2017-18 are as under:

Name of the Nomination & Remuneration Committee	Category	Designation	Number of meetings during theFinancial Year2017-18		Dates of meetings held during the year
member			Held	Attended
Mr. Amit Sharma	Non Executive- Independent	Chairman	6	6	May 04, 2017 May 26, 2017 June 15, 2017
Mr. Surendra Singh	Non Executive- Independent	Member	6	6	October 17, 2017 January 18, 2018 March 26, 2018
Mr. Vijay K Thadani	Non Executive	Member	6	5

The Chairperson of the Committee is Mr. Amit Sharma, who is an Independent Director of the Company.

Stakeholders Relationship Committee

In terms of provisions of section 178 of the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Regulations), 2015, the Company has a duly constituted Stakeholders Relationship Committee. The Stakeholders Relationship Committee looks into the redressal of the complaints of investors.

The Committee has delegated work related to share transfer, issue of duplicate shares, dematerialization/ rematerialisation of shares and other related work to Share Transfer Committee which reports to the Committee.

The Stakeholders Relationship Committee is headed by a Non-Executive Director Mr. Amit Sharma and consists of Mr. Vijay K Thadani and Mr. Arvind Thakur as members of the Committee. Mr. Lalit Kumar Sharma, Company Secretary & Legal Counsel is the Compliance Officer of the Company.

The composition of the Committee and details of the Meetings and attendance during the FY2017-18 are as under:

The particulars of the meeting attended by the members of the Stakeholders’ Relationship Committee and the date of the meetings held during the year are given below:

Name of the Committee member	Category	Designa tion	Number of meetings during the Financial Year 2017-18		Dates of meetings held during the year
			Held	Attended	May 04, 2017 July 19, 2017 October 17, 2017 January 18, 2018
Mr. Amit Sharma	Independent Director	Chairman	4	3
Mr. Arvind Thakur	Executive Director	Member	4	4
Mr. Vijay K Thadani	Non-Executive Promoter Director	Member	4	4

Corporate Social Responsibility (CSR)

In terms of provisions of section 135 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 Committee which formulate and recommend 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 Policy of the Company.

The composition of the Committee and details of the Meetings and attendance during the FY2017-18 are as under:

Name of the Corporate Social Responsibilities Committee	Category	Designation	Number of meetings during the Financial Year 2017-18		Dates of meetings held during the year
member			Held	Attended
Mr. Surendra Singh	Non Executive- Independent	Chairman			May 04, 2017
Mr. Amit Sharma	Non Executive- Independent	Member
Mr. Ashwani Puri	Non Executive- Independent	Member
Mr. Arvind Thakur	Executive	Member

The Company has undertaken activities as per the CSR Policy (available Company’s website www.niit-tech.com) and the details are contained in the Annual Report on CSR Activities given in Annexure-B forming part of this Report. The Company’s approach is to spend on activities for the welfare of society under Corporate Social Responsibility activities ensuring that the total spend in each financial year would be above the level prescribed under the Companies Act, 2013.

As part of its CSR initiatives, the Company continued its CSR drive around Education, Employability and Infrastructure support.

In our sustained efforts, to take our CSR initiatives forward, we continued with the Scholarship program for deserving students in NIIT University. NIIT Institute of Information Technology “TNI", a society registered under the Societies Act, 1860, (Central Act No 21 of 1860) in the office of Registrar of Societies, Government of NCT of Delhi, has set up NIIT University “NU" as a private University at Neemrana, Dist. Alwar, Rajasthan.

Some High Impact Programs at Organization Level in the area of Education & Employability -

1) SHIKSHA, Dankaur Village, Greater Noida - A Career Development Centre providing IT and employability training to the underprivileged students in and around Dankaur village. The center was launched by NIIT Technologies in collaboration with NIIT Foundation on 2nd Dec 2015. In the last financial year the center touched the lives of around 1609 underpreviledged students of the community and placed 122 students.

2) SHIKSHA, Madanpur Khadar, Delhi- On 1st January

2017 the organization enhanced its reach further by adopting the Madanpur Khadar Center partnering with NIIT Foundation. The center focusses on providing IT and employability training to the underprivileged students in and around Madanpur Khadar area in Delhi. Since its inception in January 2017, the center has impacted around 1635 underprivileged students including some differently abled students as well. The center also provided placements to 261 students.

3) Sponsorship to Noida Deaf Society for running Vocational and Pre-employment training for 75 Deaf Youth out of which 50 youth to be provided employment in the one year period. This course started in April 2017. Total 120 deaf students underwent the Pre-Employment Training and 52 got placed in Hospitality and Retail sectors.

High Impact Programs at Location Level:

1) Infrastructural support to Schools -

a. Jaganpura Primary Govt. School, primary school near the Greater Noida Campus. NTL constructed a classroom which has now been converted into a smart class through government intervention. A badminton court was also constructed for holistic development of the primary school students.

b. Murshadpur Primary Govt. School and Middle School, primary and middle school near the Greater Noida Campus. Shed construction work was undertaken for Anganwadi children and window repair work was undertaken for the school in the last year.

c. Garbara Govt School, primary and middle school near Greater Noida Campus. The company provided drinking water facility to the school along with creating a play area with swing, slide and climber for holistic development of students.

d. Welfare Centre for Persons with Speech and Hearing Impairment, Gurugram. The company sponsored an

Art and Craft teacher for imparting skills like quilling, embroidery, stitching, paper bags to the students of the center so that they can lead self-reliant lives. During the last year the teacher who is herself a speech and hearing impaired, impacted the lives of over 20 deaf and mute students. The company also constructed badminton court for the deaf and mute students at the center.

e. Oxus Valley School in Kaushambi. The company partnered with Lovecare Foundation in supporting Oxus Valley School by providing a computer faculty last year. This intervention impacted 137 students by making them computer literate. The company also donated items necessary for day to day operations to the school like tables, desk kits, school bags, Almiras, projector, white board, blackboard.

2) Teaching drive at Murshidpur Primary Govt School and Jaganpur Primary Govt School. The company reinforced its commitment to providing quality education to the adopted Govt schools through an year long teaching drive for class 3rd, 4th and 5th. NIITians from the BFS vertical at the Greater Noida Campus sponsored an year long teaching drive at Jaganpur and Murshidpur Govt Primary School. The volunteers from BFS vertical took time out of their busy schedules and taught Maths and English to students in Class 3, 4 and 5, impacting over 100 students. This drive got concluded in early March.

3) Location level events conducted - Stationary donation, Diwali and Christmas celebrations, Educations Trip, Career Counselling sessions at schools and orphanages

Compliance with the Code of Conduct The Company has “NIIT Technologies Limited - Code of Conduct" (Code). The Code is available on the website of the Company (URL is - https://www.niit-tech.com/ investors/code-conduct). The Chief Executive Officer of the Company has given a declaration that the Directors and Senior Management of the Company have given an annual affirmation of compliance with the Code of Conduct during the year 2017-18.

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. The Policy lays down the guidelines, procedures to be followed, and disclosures to be made while dealing with the shares of the Company alongwith consequences for violation. The policy is formulated to regulate, monitor and ensure reporting of deals by employees and maintain highest level of ethical standards while dealing in the Company’s securities. The Company’s Code of Fair Disclosure is also placed on the website of the Company (URL is https:// www.niit-tech.com/investors).

Performance Evaluation of the Board Pursuant to the provisions of the Section 134 and 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Statutory Committees. The evaluation was done based on one to one interactions which covered various aspects of the Board’s functioning and its Committees. The Committee members noted that pursuant to Section 178 and other applicable provisions of the Companies Act, 2013, and SEBi (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Committee is required to carry out performance evaluation of every Director of the Company.

The evaluation was done on the suggestive parameters and based on the criteria fixed by the members in their meeting held on May 4, 2017 which inter-alia included contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, attendance and availability etc. The Committee members carried out evaluation based on discussions and one to one interaction and assessments under an internal assessment process as per the decision of the members.

The Committee discussed and completed the performance evaluation and authorized the Chairperson to communicate the same to the Board. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

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-C. Further, the 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 at the Registered Office of the Company and the said annexure is also open for inspection at the Registered Office of the Company.

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 and appointment of Senior Management and their remuneration. The Remuneration 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, the Company has complied with all the provisions of the Section and has adopted a Whistle Blower Policy duly approved by the Audit Committee to report concerns about unethical behaviour, actual & suspected frauds, or violation of Company’s Code of Conduct and Ethics. The policy is hosted on the website of the Company and the URL for the same is https://www.niit-tech.com/sites/ default/files/Whistle-Blower-Policy-upload.pdf. The same provides for adequate safeguards against victimisation of director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman 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 available on the Website of the Company and the URL is:https://www.niit-tech.com/sites/default/ files/PolicyonMaterial-subsidiary.pdf.

Risk Management Policy

The Company has developed and implemented a risk management framework for identification of elements of risk, which in the opinion of the Board may threaten the existence of the Company.

Dividend Distribution Policy

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates top 500 Listed Companies on their market capitalization as calculated on the 31st day of March of every year to frame a Policy for Distribution of Dividend.

Accordingly, the Company adopted the said Policy during the FY2017. 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 - D of the Report and is also available on the website of the Company at https://www.niit-tech.com/sites/default/files/ Dividend-Distribution-Policy.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy and environment-friendly initiatives

Consistent with and inspired by its corporate vision, values, and mission, NIIT Technologies aims to grow its business profitably while minimizing the impact of its business operations on the environment. The Company has been proactively adopting and initiating multiple environment-friendly measures aimed at conservation of resources including energy and water, recycling or efficient disposal of waste, as well as leveraging the use of renewable resources where possible.

As a global leader in Consulting, Technology, and Outsourcing Services the Company is committed to environmental sustainability. While creating new infrastructure, it emphasizes not only on creating world class and cost effective infrastructure but also on energy efficiency, renewable energy sources, sustainable construction materials, water conservations, and waste management.

At its largest facility, spread over 25 acres, in Greater Noida, eco-efficiency and environment-friendliness is weaved intricately into all aspects of operations. Being a relatively new SEZ facility, environmental sustainability has been a key objective underpinning its design and function, right from the blueprint stage to its becoming operational. Over the years, state-of-the-art technologies, systems, and processes aimed at ensuring minimal environmental impact and adoption of best-in-class practices have enabled the Company to register significant improvements in its ability to reduce energy consumption, increase recycling of water, and facilitate effective waste management.

The Company recognizes energy as a precious resource and continuously explores and implements ways to reduce its consumption of energy. As part of these efforts, the Company keeps assessing the demand-side to bolster its energy efficiency while also investing in new technologies that either make its infrastructure more energy efficient or allow it to replace conventional energy sources with renewable ones wherever possible.

At NIIT we understand that taking care of environment is everybody’s responsibility and to meet this requirement, awareness on environment and its resources is imparted through induction programme.

At its Greater Noida campus, NIIT Technologies has been able to mark multiple accomplishments on the environmental front, during FY 18 Company strives for:

a. Further reduction of energy consumption by 5% through datacenter consolidation, enhancement of solar power grid system and using occupancy sensor and other best practices

b. Significant increase in the recycling of water (approx. 20 lacs litres per month) using second STP plant while also using technologies to minimize its consumption. Water extraction from Ground reduced by 10% annually.

c. Better waste management for both organic and e-waste, with substantial progress already made:

- Organic waste is being converted into compost for use in its grounds’ green areas and gardens

i.e. conversion of waste into Compost is avg. 405 kg of manure per month. Manure is used for internal horticulture purpose.

- E-waste is collected and formally handed over to registered and certified disposal vendor through an auction process.

- Paper waste being recycled and receiving recycled paper in lieu.

- Removal of paper cups used for tea/coffee and for the purpose infrastructure was modified and employees were encouraged to bring their own cups for tea and coffee.

- To minimize plastic waste generation, use of plastics carry bags by vendors inside NIIT premises is banned and at pilot level plastic bin liners are replaced with recycled paper bin liners.

- Efficient transport practices with 100% conversion of company cabs and buses to CNG based vehicles.

- All hazardous waste is channelized through authorized vendor for proper disposal and recycling.

These have been made possible by investments and initiatives towards energy efficient Chillers, VFDs, VAVs, High Energy Efficient Glass on external fagade of buildings, wall & ceiling insulation, LED lights, Solar Energy for internal & external lighting as well as for hot water generation, and recycling of waste water, along with a host of additional new technologies like the use of decomposers for waste management.

The Company strives to recover, reuse, or recycle its workplace tools such as copiers, computers and paper. The policy for asset sale, donation, and disposal outlines what employees should do with technology assets that are not being fully utilized or have reached their end of useful life.

All these efforts, investments, and achievements of NIIT Technologies on the environmental front have gained following recognitions.

ISO 14001:2015 (Environment Management)

OHSAS 18001:2007 (Occupational Health and Safety Assessment Series)

LEED Platinum Certification Operation & Maintenance for existing tower (phase 1 building) at Greater Noida campus from USGBC (US Green Building Council).

NIIT Technologies has completely moved its global e-mail, collaboration and peer-to-peer communication and content sharing services from on-premises infrastructure to the Microsoft Office 365 cloud thus considerably reducing its on-premises power consumption and carbon footprint. Moreover, by making Skype for Business the de-facto peer-to-peer communication and content sharing standard for the company, local commuting and long distance travel for face-to-face meetings has reduced while simultaneously improving employee time management and productivity.

Technology absorption and R&D (Research & Development)

NIIT Technologies strives to be a leader in the early adoption of new, path breaking and disruptive technologies that strengthen its ability to maintain its leadership position across its industry verticals of focus. Towards that end, it continually evaluates and embraces new technologies and business models, and makes investments in developing or acquiring intellectual property (IP) in addition to upgrading its existing IP assets.

“In line with its track record of keeping pace with the emergence of new services or technologies with disruptive potential, the Company has reinforced its Digital Services offerings portfolio by making strategic investments in Incessant Technologies and RuleTek in recent years." As a result, NIIT Technologies is now able to offer solutions in digital experience, digital integration, and digital analytics. Recently, the Company also launched its

Digital Innovation Centre (DIC) in Hyderabad, which will provide a global platform for research and technological development to tap new market opportunities for Digital Integration. Equipped with state of the art IT infrastructure and Internet of Things (IOT) labs, this DIC will serve as a hub for innovative thinking and will play a key role in the Company’s success, going forward, as a dominant digital services player in its chosen areas of focus.

The Technology Innovation Center (TIC), based out of Bangalore, continuously scans the technology radar and focuses on niche and emerging technologies in exploring and incubating them thereby equipping the company to be in the technology forefront with a competitive advantage. Its current focus is on Artificial Intelligence, Augmented Reality, Blockchain, Internet of Things (loT), Recommendation Engine based on various Machine Learning techniques, Design Thinking, and Algorithm Design & Development. This resulted in gearing up the company further on its focus and emphasis on innovation and applied R&D carving out new service offerings. Foreign Exchange Earnings and Outgo The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as under:

(Rs. Million)

Particulars	Year 2017-18	Year 2016-17
Foreign Exchange Earnings	14,769	13,991
Foreign Exchange Outflow	6,070	5,702

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future

During the year, no order was passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company is having a strong internal control system for all the processes to ensure the reliability of the financial reporting and timely feedback on achievement of operational objectives.

The Company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen controls. All significant audit observations and corrective actions thereon are presented to the Audit Committee for its review and suggestions.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2018, the Company has subsidiaries in the United States of America, United Kingdom, Germany, India, Singapore, Thailand, Australia, Dubai, Spain, Philippines & Brazil.

Details about the companies which have become/ ceased to be subsidiaries during the Financial Year

The Company has not acquired any company during the year. Although, the Company acquired 19% more stake in the equity share capital of Incessant Technologies Pvt. Ltd. in May, 2017, aggregating to 70% of the total share capital of Incessant.

The subsidiary in Philippines is in the process of liquidation and subsidiary in Switzerland has been closed.

During the year, Incessant Technologies Pvt. Ltd., subsidiary of the Company has acquired 55% of the share capital of the Ruletek LLC, USA in the month of May 2017. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement. During the year, the Board of Directors reviewed the affairs of the subsidiaries.

Pursuant to provisions of Section 129(3) of the

Companies Act, 2013, a statement containing a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is included in the consolidated financial statement and the same has been annexed to this Report as AOC-1 given in Annexure E.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited Financial Statements of the Company, consolidated Financial Statements alongwith relevant documents are available on the website of the Company i.e. www.niit-tech.com. The Financial Statements are also open for inspection at the Registered Office of the Company on all working days (i.e. except Saturdays, Sundays and holidays) between 10:00 a.m. to 1:00 p.m.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

The Company has not given any loan to any person and any other body corporate. The details of investments in securities of other body corporate is given as under:

Particulars	Amount in Local Currency (In Mn.)	Currency	Outstanding Amount in INR as on 31.03.18 (In Mn.)	Purpose
Issued to Citibank NA, on behalf of NIIT Technologies Limited, UK	7.50	USD	486	Working Capital Loan
Issued to Citibank NA, on behalf of NIIT Insurance Technologies Limited	3.00	USD	195	Working Capital Loan
Issued to Citibank NA, on behalf of NIIT Technologies Limited Thailand	1.50	USD	97	Working Capital Loan
Total			1,427

The details of the securities acquired by the Company of other body corporates is given as under:

Investment in Subsidiary Companies	Investment value as on March 31, 2018 (Amt. in INR)
2,837,887 (31 March 2018: 2,837,887; 01 April 2017) 2,837,887 Shares having no par value in NIIT Technologies Inc. USA	155,790,698
16.614.375 (31 March 2018: 16,614,375; 01 April 2017) 16.614.375 Shares of 1 Singapore $ each fully paid-up in NIIT Technologies Pte Ltd., Singapore	702,818,750
3.276.427 (31 March 2018: 3,276,427; 01 April 2017) 3.276.427 Shares of 1 UK Pound each fully paid-up in NIIT Technologies Ltd., UK	204,426,821
890.000 (31 March 2018: 890,000; 01 April 2017) 890.000 Equity Shares of Rs 10/- each fully paid-up in ESRI India Technologies Limited, India	8,900,000
537.900 (31 March 2018: 537,900; 01 April 2017) 537.900 Equity Shares of Euro 1 each fully paid-up in NIIT Technologies GmbH, Germany	184,762,155
50.000.000 (31 March 2018: 50,000,000; 01 April 2017) 50.000.000 Equity Shares of Rs 10/- each fully paid-up in NIIT SmartServe Limited, India	500,000,000
1.000.000 (31 March 2018: 1,000,000; 01 April 2017) 1.000.000 Equity Shares of Euro 1 each fully paid-up in NIIT Airline Technology GmbH, Germany	223,813,064
5,000 (31 March 2018: 01 April 2017) 5,000 Ordinary Shares of 1000 AED each fully paid in NIIT Technologies FZ LLC Dubai	63,141,800
5.000.000 (31 March 2018: 5,000,000; 01 April 2017) 5.000.000 Equity Shares of Rs. 10 each in NIIT Technologies Services Limited, India	25,000,061
28,33,342 (31 March 2018: 28,33,342 31 March 2017) 2,064,292; Equity Shares of Rs. 2 each in Incessant Technologies Private Limited, India [Refer Note 411	2385,993,580
10,000 (31 March 2018 10,000; 01 April 2017)10,000 Shares of Peso 100 each in NIIT Technologies Philippines Inc., Phiippines1	38,867,570

Management’s Discussion and Analysis Report is set out in this Annual Report.

Business Responsibility Report

The SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, mandates the inclusion of Business Responsibility Statement (‘BRR’) for top 100 listed companies based on market capitalization. In compliance with the same we have integrated BRR as part of the Annual Report. Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor’s in terms of Part E of Schedule V of the said Regulations of the Company forms integral part of Corporate Governance Report.

Scheme of amalgamation

The scheme for merger of PI PL Business Advisors & Investments Private Limited and GSPL Advisory Services and Investment Private Limited (part of the Promoter/Promoter Group of NTL) with the Company has been approved by the Board, subject to approval by NCLT under section 230-232 of the Companies Act 2013 and other regulatory approvals. The approval is yet to be received.

Compliance with applicable Secretarial Standards The Company is in compliance with the applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs with all amendments thereto.

AUDITORS & AUDITORS’ REPORT/CERTIFICATE

a. Statutory Audit:

M/s S R Batliboi & Associates LLP (FRN 101049W/ E300004) have carried out Statutory Audit under the provisions of section 139 of the Companies Act, 2013 for the financial year 2017-18. The Report given by Auditors forms part of this Report. The Auditors Report to the Shareholders does not contain any qualification reservation or adverse remarks.

b. Secretarial Audit:

During the year, the Board of Directors of the Company had appointed Mr. Ranjeet Pandey (Membership No.5922) of M/s Ranjeet Pandey & Associates, Company Secretaries (CP No.-6087), in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed thereunder, for the Financial Year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 was considered by the Board in its meeting held on May 04, 2018 and the said Report given by Secretarial Auditors is annexed to this Report as Annexure G. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks which needs any explanation or comment of the Board.

c. Auditors Certificate on Corporate Governance:

As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditor’s Certificate on Corporate Governance is provided under the Corporate Governance Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

d. No fraud has been reported by the Auditors to the Audit Committee/Board or any other relevant authority.

HUMAN RESOURCE INITIATIVES To maintain and develop ongoing competitiveness and adaptability, it is imperative to invest in organizational capability development. NIIT Technologies has been addressing these needs through several initiatives. Let’s take a look at these initiatives.

Service Culture

As part of our culture change journey, which has been driven by our service vision, “New Ideas, More Value", over 1005 NIITians have undergone the ‘Uplift Your Service’ Training this year.

Diversity & Inclusiveness

At NIIT, we have been addressing Gender Diversity holistically while hiring, and through providing an enabling environment to learn and grow.

As the 1st step, to enable women continue to be in workforce after maternity, we setup our Cradle, which is the ‘home away from home’ for our little NIITians. Thereafter, we launched EMPOWER, which signifies Enable, Mentor and Prepare Organization’s Women for Equal Representation, to look at Gender Diversity holistically.

Under the aegis of EMPOWER, we sensitized our leaders, returning mothers, and women leaders. Some key initiatives over the past few months:

- Sent some of our Returning Mothers for ‘Breakthrough

- career resilience’ an external program spanning 8 months.

- Leaders were educated on unconscious biases through our ‘With Due Respect’ program series.

- We initiated a yearlong education and coaching program ‘Reach for the Sky Program’ for enabling midlevel women leaders to break through the glass ceiling.

- Women are known to be taking full charge of people around them, but neglecting themselves. They also don’t take any networking breaks. We enabled a series networking events for all our staff members (not limited to women) to connect with each other and learn about ‘Taking Charge’ of various aspects of their lives.

Sensitization sessions are frequently conducted towards Prevention of Sexual Harassment, and the policy for the same. Through Pan India training sessions, 3705 staff members in India have been educated on the subject. A one day refresher program on POSH was organized exclusively for all the ICC (Internal Complaints Committee) members, at the Greater Noida Campus to educate them on provisions of the Prevention of Sexual Harassment at workplace Act. A diverse set of case studies were taken upto enable a thorough understanding of the intricacies of the law and our approach to deal with any instance of harassment.

Digital Transformation

INTELLIGENT learning platform, NTL Percipio

Self-Skilling the way forward

IT- BPM is undergoing digital revolution and therefore, the need for a revolution in skills has arisen immensely. With the advent of new emerging technologies, companies are expecting their technology partners to act as true advisors in their digital journey. Indian IT-BPM firms have undertaken initiatives to build a culture of continuous and self-learning to enable technovators stay abreast of latest emerging technologies and be future-ready.

To meet the demands of future skills and to keep NIITians abreast on latest technologies, NIIT Technologies in association with SkillSoft has launched a new INTELLIGENT learning platform, NTL PERCIPIO that delivers an immersive learning experience. NTL Percipio delivers more control over the content and user experience, creating more personalized learning and providing access to the best curated content on the market in a truly immersive experience Using NTL Percipio, NIITians can make the most of their precious time and create a lasting impact. They can decide when, where, and how to learn through curated channels and micro-learning videos. The curated learning paths will help NIITians self-direct their learning, which is part of the cultural change we are trying to build inside our organization. This will save us time and talent curating internally in the organization.

Key Benefits for NIITians

ELSA: Enabling Embedded Learning

Give NIITians the ability to search, discover, and learn in the context of their everyday work using the Embedded Learning Synchronized Assistant (ELSA) browser plug-in. NIITians can search a term in ELSA to find videos, books, and audiobooks without leaving their browser.

Engaging Learning Experience

NIITians get to use an intelligent eLearning platform modeled after the consumer web experiences. A simple interface, personalized learning playlists, and one-click access to engaging content that is automatically updated and is mapped to align to competencies and skills.

Multiple Learning Modalities

NIITians can now choose how they want to learn using videos, books, audiobooks and more. Watch, read, and listen to content that is curated across over 500 channels and automatically updated by expert curators.

Accelerated Learning

Micro-learning (three to five minute videos) that fits into busy schedules, and a mobile app so learning can happen anywhere, anytime, and on any device.

Pre-curated channels to address Critical Skill Gaps Experience over 500 pre-curated channels mapped to the critical competencies.

Enhanced Content Discovery

Take advantage of Elastic search, used by Facebook, Netflix, and eBay to quickly find micro learning videos, courses, channels, and books.

Personalized Learning experience

NIITians will have a personalized learning experience with internal and third-party content (Youtube videos, TED Talks), personalized homepage, playlists, option to pick up learning where they left off, and receive assignments. NIITians can add any type of content to a playlist to access at another time on their personalized home page. This feature addresses the NIITian’s specific areas of interest based on a quick two-step onboarding assessment.

The new enterprise learning platform will provide over 26000 learning assets across technology , domain , operations, sales, management, leadership areas allowing every NIITian to take charge and charter their own learning paths. Leadership Development

NAFL, NTL Academy for Future Leaders, focuses on leadership development in the organization. The overall development of the leaders is addressed through multiple training programs followed by learning consolidation activities. These activities emphasize hands on practice of the concepts introduced in programs that run under NAFL. This year NAFL introduced a bouquet of one-day workshops along with Webinars on “Project Portfolio Management using Agile", “IT Risk Management", “Leading Complex Projects" and many more.

Another critical program that runs under NAFL, is NGLP, “The NTL Global Leadership Program” which is the essential management development program that lays the foundation to step into executive leadership. This is designed to help senior business leaders thrive in a global environment and also help our core team develop holistic leadership skills from a Business and People perspective. Every interaction, work project, initiative; every strategic or tactical imperative a company tries to accomplish, is affected positively or negatively by trust. If our team enjoys a trust dividend, then trust becomes the great “performance multiplier." If, on the other hand, our organization is paying a Trust Tax, then everything one does takes more time and costs more money. With a perspective that Trust is more than a nice-to-have, soft, social virtue; it is a hard-edged economic driver. NAFL has initiated a packaged program on “Leadership at the SPEED of TRUST" at various levels of the organization.

All the initiatives undertaken were widely appreciated within the organization and have helped us better engage with NIITians, allowing us to maintain a healthy work environment. Prevention/Prohibition of Sexual Harassment of women at workplace

The Company has a policy on Prohibition/Prevention of Sexual Harassment of Women at workplace and matters connected therewith or incidental covering thereto all the aspects as contained in “The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company believes in providing a congenial atmosphere to work for all employees which is free from discrimination and harassment without regard to caste, religion, marital status and gender. During the year, the Company conducted various awareness programs and workshops at all locations. During the year, the Company received two complaints pertaining to this which were duly resolved.

Awards and recognitions

The Company has been recognized in several important ways at the national and global levels, related to its leadership in specific industry verticals, and its robust HR practices.

- Conferred with Aegis Graham Bell Award for “Innovation in Cloud" category

- ESRI India won Aegis Graham Bell Award for “Innovative Enterprise Solutions" category

- Won EE Employee Engagement award in UK

- ESRI India recognized as ‘Best Smart Cities Solution Provider in GIS'' at the ET Now CSR Global Leadership Awards

- Felicitated with International Airport Review Award in Terminal Operations

- Won HRO Today award for Excellence in Rewards & Benefits

- Conferred with Business World HR Excellence awards for Change Management

- Gold winner of the 2017 ITSMA Marketing

Excellence Awards

- Received ‘Automation Project of the Year’ award from Global Sourcing Association - EU and India

- Conferred with Asia Pacific HRM Congress awards for “Organization with innovative HR practices"

The Company also acquired Analyst Recognitions (FY2018 (April 2017-Mar 2018 in descending order)

- Positioned as a Major Contender and a Star Performer in Everest Group’s Capital Markets PEAK MatrixTM 2017

- Identified as an Innovator in NelsonHall’s Digital Transformation Services NEAT

- NIIT Technologies covered as a market player in a recent Gartner report “Competitive Landscape: IT Services Providers to the Global Insurance Industry", Derry N. Finkeldey, 08 August 2017

- Featured in HfS 2017 Al-Powered OneOffice Premier League

- Positioned as a Major Contender and a Star Performer in Everest Group’s “IT Application Outsourcing in Insurance PEAK MatrixTM 2017"

- Featured in Forrester Case Study: Airports Authority Of India Achieves Continuous Operations Despite Natural Calamity. The Comprehensive Planning, Recovery Automation, And Frequent Testing Of AAI And NIIT Technologies Delivers Results

- Positioned as a Leader in the NelsonHall 2018 Wealth & Asset Management BPS NEAT

ACKNOWLEDGEMENTS

The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by employees of the Company during the year at all levels. In addition, the Directors wish to thank the Company’s customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. We also thank Government of other countries where we have our operations.

The Directors also acknowledge and appreciate the support and confidence of the Company’s shareholders, and remain committed to enabling the Company achieve its growth objectives in the coming years.

For and on behalf of the Board of Directors

Rajendra S Pawar Chairman

Place: Noida DIN: 00042516

Date : May 04, 2018

---

Mar 31, 2017

To,

The Members,

The Directors are pleased to present the Twenty Fifth Annual Report on the business and operations of your Company along with the audited annual accounts for the Financial Year ended March 31, 2017 (FY 2017).

FINANCIAL PERFORMANCE OF THE COMPANY

The highlights of the financial results for the financial year 2016-17 are as follows:

(Figures in Rs.mn except for EPS)

Particulars	FY 2016-17	FY 2015-16
Consolidated Revenues	28,021	26,879
Standalone financials
Income from operations	15,951	14,842
Other Income	338	447
Total Income	16,289	15,289
Profit before depreciation and taxes	3,098	3,034
Depreciation	909	815
Exceptional Item	221	6
Provision for tax & (deferred tax)	319	296
Profit After Tax	1,649	1,917
Earning Per Share (Basic) (In Rs.)	26.90	31.37

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR AND STATE OF COMPANY’S AFFAIR

During FY 2017, the Company deepened engagements with multiple customers and also acquired new customer relationships, won multiple new deals, and expanded its offerings portfolio.

Revenues increased 4.2% during FY2017 on a consolidated basis, to Rs. 28,021 million from Rs. 26,879 million in FY2016. Digital Services continued to show strong growth, registering a 30% growth during FY2017 and contributing 20% of consolidated revenues. As a result, operating profits (EBITDA) for the year increased 3% to Rs. 4,845 million from Rs. 4,703 million in the preceding financial year. EBITDA margin for FY2017 stood at 17.3%. Consolidated Profit after Tax (PAT) for FY2017 stood at of Rs. 2,501 million.

Cash flows for the Company, which had witnessed a healthy increase during the preceding financial year, improved further during the course of the year under review, driven by better collections as reflected in lower receivable days at 64 at the end of the year (compared to 80 days a year ago) and higher cash & bank balances at Rs. 7,321 million as on 31 March 2017 (compared to Rs. 4,241 million on 31 March 2016) on a consolidated basis.

Operating highlights

NIIT Technologies registered some important operating accomplishments during the year, with multiple new engagements and multi-million dollar fresh orders from existing clients resulting in sustained order-booking. On the back of these deal wins and new customer acquisitions, the Company was able to secure fresh orders worth $457 million during FY2017. The order book executable over the next 12 months as on 31st March 2017 stood at $320 million.

During the year, the Company continued to make ongoing enhancements to its existing capabilities through investments in new emerging technologies, partnerships, and appropriate skills to deliver exceptional customer value and operational excellence. It also completed some key flagship digital experience projects for several clients and secured multiple new Digital engagements.

NIIT Technologies also strengthened its offerings in the area of Automation and Robotics, as part of its Smart IT initiative. A unifying component of this initiative is TRON, an integrated automation framework that consolidates innovative technologies, practices, and tools for business transformation—delivering more value. Leveraging advanced technologies like Robotic Process Automation (RPA), Analytics, Machine Learning, and Artificial Intelligence (AI), TRON framework enables enterprises to deliver business agility, self-enablement, and superior experiences. During the year under review, the Company’s GIS business witnessed healthy traction, as it has been able to engage with 17 cities in India as part of the Smart Cities program. Additionally, the Company made some key appointments as well into its leadership team during FY2017, inducting Joel Lindsey as the global head of Digital Services and Adrian Morgan as the head of NIIT Insurance Technologies Ltd (NITL), its IP-led insurance technology solutions business.

Business Outlook

The Company recorded a strong order intake during FY2017, resulting in an expanded order book as it enters the new financial year. Demand conditions too seem to be healthy, as reflected in a healthy opportunities pipeline. The Company has also been able to adapt to changes in the demand landscape and customer expectations, reflected in its engagement models and enhanced offerings that have evolved to deliver exceptional value. Resultantly, the outlook for the Company remains encouraging.

The Management’s Discussion & Analysis (MD&A) of the Company’s global business during FY2017 and outlook, along with a discussion of internal controls & risk management and mitigation practices, appears separately in this Annual Report. Reports on Corporate Governance and Corporate Social Responsibility (CSR) are also provided in this Annual Report.

Dividend

The Board in its meeting held on May 05, 2017, has recommended a dividend of Rs.12.50 per equity share of face value Rs.10/- each (previous year Rs.10 per equity share) for the Financial Year ended March 31, 2017, amounting to Rs.767 million. The proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting to be held on September 22, 2017. The dividend payout is according to the Dividend Distribution Policy of the Company.

Transfer to Reserves

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

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the Report & change in nature of business, if any

There has been no material change in the nature of business of the Company during the year and subsequent to the close of the Financial Year to which Financial Statements relate and the date of the Report, like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

COMPANIES ACT DISCLOSURES & CORPORATE GOVERNANCE

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return (MGT-9) is enclosed as (Annexure A).

Number of meetings of the Board

The Board of Directors of the Company met 5 (five) times in the FY2016-17. 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.

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 had 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) the internal financial controls are laid to be followed by the Company and that 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 that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

a. Retirement by rotation of Mr. Arvind Thakur (DIN 00042534), Director

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Arvind Thakur, Director (DIN 00042534) will retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting of the Company.

b. Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Amit Sharma, Mr. Surendra Singh and Mr. Ashwani Puri were appointed as Independent Directors till March 31, 2019 at the Annual General Meeting of the Company held on July 07, 2014. Further, the term of Ms. Holly Jane Morris as an Independent Director had expired on March 31, 2017. The Board in its meeting held on March 24, 2017, on the recommendation of Nomination and Remuneration Committee has appointed Ms. Holly Jane Morris, as Independent Director for a second term of not exceeding 5 consecutive years w.e.f April 01, 2017 in its meeting held on March 24, 2017 subject to the approval of shareholders at the ensuing Annual General Meeting.

Statement on declaration by the Independent Directors

All the Independent Directors have given declarations that they meet all the requirements specified under Section 149 (7) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Familiarization program of Independent Directors

The details of the Familiarization program of Independent Directors of the Company are available on the website of the Company. The URL of the same is http://www.niit-tech.com/investors/Familiarization-Programme Independent -Directors.pdf. 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.

c. 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, 2017:

a) Mr. Rajendra S Pawar (DIN 00042516) -Chairman & Managing Director

b) Mr. Arvind Thakur (DIN 00042534) - Chief Executive Officer & Jt. Managing Director

c) Mr. Amit Kumar Garg - Chief Financial Officer

d) Mr. Lalit Kumar Sharma - Company Secretary & Legal Counsel

Changes during the year:

- There has been no change in the status of KMPs as stated above.

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.

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 175,650 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 Rs.613,621,740 as at March 31, 2017 pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014.

The grant wise details of the Employee Stock Option Scheme is partially provided in the Notes to Accounts of the Financial Statement in Annual Report and a comprehensive note on the same forms part of the Board Report, which is available on the website of the Company and the URL for the same is www.niit-tech. com/investors or may be obtained from the Company and is open for inspection at the Registered Office of the Company.

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 is not exercising the voting rights directly by the employees in respect of shares to which the scheme relates. COMMITTEES OF THE BOARD 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 Regulations, 2015, consisting of majority of Independent Directors.

The composition of the Audit Committee and details of the Meetings and attendance during the FY2016-17 are as under:

Name of the Committee member	Category	Designation	Number of meetings during the Financial Year 2016-17		Dates of meetings held during the year
			Held	Attended	May 05, 2016 July 15, 2016 October 15, 2016 January 16, 2017 March 24, 2017
Mr. Ashwani Puri	Independent Director	Chairman	5	4
Mr. Surendra Singh	Independent Director	Member	5	3
Mr. Vijay K Thadani	Non-Executive Promoter Director	Member	5	5
Mr. Amit Sharma	Independent Director	Member	5	3

Mr. Ashwani Puri, an Independent Director is the Chairman of the Committee and Mr. Lalit Kumar Sharma is the Secretary to the Committee. The Board had accepted all the recommendations of the Audit Committee made during the year. The details pertaining to the terms of reference, functioning and scope are given in the Corporate Governance Report in detail in terms of the requirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Nomination and Remuneration Committee The Company has a duly constituted ‘Nomination & Remuneration Committee’ under the provisions of Section 178 of the Companies Act, 2013 and the terms of reference are disclosed under the Corporate Governance Report of the Company in terms of the requirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The composition of the Nomination and Remuneration Committee and details of the Meetings and attendance during the FY2016-17 are as under:

Name of the Committee member	Category	No. of meetings during the Financial Year		Dates of meetings held during the year
		Held	Attended	May 05, 2016 June 20, 2016 July 14, 2016 July 18, 2016 August 09, 2016 January 16, 2017
Mr. Amit Sharma (Chairman)	Non-Executive Independent Director	6	4
Mr. Surendra Singh (Member)	Non-Executive Independent Director	6	6
Mr. Vijay K Thadani (Member)	Non-Executive Promoter Director	6	5

The Chairperson of the Committee is Mr. Amit Sharma, who is an Independent Director of the Company.

Stakeholders’ Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Company has a duly constituted “Stakeholders’ Relationship Committee”. The Stakeholders’ Relationship Committee looks into the redressal of complaints of investors.

The Committee has delegated work related to share transfer, issue of duplicate shares, Dematerialisation/ Rematerialisation of shares and other related work to Share Transfer Committee which reports to the Committee The Stakeholders’ Relationship Committee is headed by a Non-Executive Independent Director Mr. Amit Sharma and consists of Mr. Vijay K Thadani and Mr. Arvind Thakur as members. Mr. Lalit Kumar Sharma, Company Secretary & Legal Counsel is the Compliance Officer of the Company.

Meetings & Attendance during the year

The particulars of the meeting attended by the members of the Stakeholders’ Relationship Committee and the date of the meetings held during the year are given below:

Name of the Committee member	Category	Designation	Number of meetings during the Financial Year 2016-17		Dates of meetings held during the year
			Held	Attended	May 05, 2016 July 14, 2016 October 15, 2016 January 16, 2017
Mr. Amit Sharma	Independent Director	Chairman	4	2
Mr. Arvind Thakur	Executive Director	Member	4	4
Mr. Vijay K Thadani	Non -Executive Promoter Director	Member	4	4

Corporate Social Responsibility (CSR)

In terms of provisions of section 135 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 Committee which formulated a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, as per Schedule VII of the Companies Act, 2013, recommending the amount of expenditure to be incurred and monitoring the expenditure and activities undertaken under the CSR Policy of the Company. The Committee comprises of the following members:

1. Mr. Surendra Singh (Chairman)

2. Mr. Arvind Thakur

3. Mr. Amit Sharma

4. Mr. Ashwani Puri

The particulars of the meeting attended by the members of the CSR Committee and the date of the meetings held during the year are given below:

Name of the Member	Corporate Social Responsibility Committee May 05, 2016
Mr. Surendra Singh (Chairman)	Y
Mr. Amit Sharma	Y
Mr. Ashwani Puri	Y
Mr. Arvind Thakur	Y

Y: Attended

The Company has undertaken activities as per the CSR Policy (available Company’s website www.niit-tech.com) and the details are contained in the Annual Report on CSR Activities given in Annexure-B forming part of this Report.

At NIIT Technologies, we believe it is critical for the business to engage with the social and ecological challenges faced by people. This should be done in a deep and meaningful manner with long term commitment; for that is the only way to effect real sustainable change on the ground. We try to engage with communities on issues that matter to them the most.

Some High Impact Programs at an Organization Level in the area of Education & Employability are:

1) SHIKSHA, Dankaur Village, Greater Noida - A Career Development Centre providing IT and employability training to the underprivileged students in and around Dankaur village. The center was launched by the Company in collaboration with NIIT Foundation on 2nd Dec 2015. In the current year the center has already impacted around 1550 underpreviledged students of the community.

2) SHIKSHA, Madanpur Khadar, Delhi - This year another Career Development Center was added under the Shiksha Program. The organization adopted the Madanpur Khadar Center partnering with NIIT Foundation. The center focusses on providing IT and employability training to the underprivileged students in and around Madanpur Khadar. The center was adopted by the Company in January 2017 and in the last 2 months it has impacted around 88 underprivileged students including some differently abled students as well.

3) Sponsorship to Noida Deaf Society for running a year long employability course for differently abled girls on Beauty Culture. This course started in May 2016 and would concluded by April 2017.

High Impact Programs at Location Level:

1) Infrastructural support to Schools -

a. Tapovan Vidya Mandir, primary school near the Company’s facility at Sector 63, Noida. A flooring activity for the school was undertaken and laptops were provided to the school.

b. Jaganpura Primary Govt. School, primary school near the Greater Noida Campus. The Company is building a play zone for the kids in the school with climbers, swings and slides for holistic development of the kids.

c. Murshadpur Primary Govt. School, primary school near the Greater Noida Campus. Blackboards and desktop computers have been provided to the school.

2) Teaching drive at Murshidpur Primary Govt School.

NIITians from the BFS vertical at the Greater Noida Campus sponsored a 3 month teaching drive at Murshidpur Govt Primary School. This included teaching Maths and English to students in Class 3 and 4, impacting 32 students. This drive concluded in early March and the Senior Leadership team of BFS have decided to take this drive further. The project duration has now been extended for one more year and NIITians from the BFS vertical will continue to contribute in this area.

3) Location level events conducted offshore like-Plantation drive, Donation drive, Teaching drive, Sports day, Team Building etc at old age homes, juvenile homes and schools.

Compliance with the Code of Conduct The Company has adopted the “NIIT Technologies Limited - Code of Conduct” (Code). The Code is available on the website of the Company (URL is - http://www.niit-tech.com/ investors). The Chief Executive Officer of the Company has given a declaration that the Directors and Senior Management of the Company have given an annual affirmation of compliance with the Code of Conduct during the year 2016-17.

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. The Policy lays down the guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company alongwith consequences for violation. The policy is formulated to regulate, monitor and ensure reporting of deals by employees and maintain highest level of ethical standards while dealing in the Company’s securities. The Company has also adopted the Code of Fair Disclosure, which is placed on the website of the Company (URL is - http://www.niit-tech.com/investors).

Performance Evaluation of the Board In terms of the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the evaluation of its own performance, the Directors individually including the Chairman of the Board and that of its Committees. The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated.

The Board discussed the criteria/parameters of evaluation and the methodology for evaluation as recommended by NRC in its meeting held on May 04, 2017 and evaluated performance of each of the Director on the Board of the Company pursuant to the provisions of the Companies Act, 2013.

The performance of the Committees was evaluated by the Board after seeking inputs from the respective Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The Independent Directors also reviewed the performance of the Board and Non-Independent Directors in their separate meeting, along with the performance of Chairman taking into account the views of Executive Directors and Non-Executive Directors and effectiveness of timely availability of information to the Board.

The evaluation was done based on discussions and one to one oral interactions and the assessments were done based on an internal assessment process.

The Chairperson communicated the feedback of the Nomination and Remuneration Committee to the Board. The Board approved the same and carried out the performance evaluation accordingly.

The Board approved the same and the Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees.

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-C. Further, the 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 at the Registered Office of the Company and the said annexure is also open for inspection at the Registered Office of the Company.

POLICIES OF THE COMPANY

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 and appointment of Senior Management and their remuneration. The Remuneration 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 and Corporate Governance under SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Company has complied with all the provisions of the Section and has adopted a Whistle Blower Policy duly approved by the Audit Committee to report concerns about unethical behaviour, actual & suspected frauds, or violation of Company’s Code of Conduct and Ethics. The policy is uploaded on the website of the Company and the URL for the same is www.niit-tech.com/ investors/whistleblowerpolicy.pdf. The same provides for adequate safeguards against victimisation of director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman 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 also available on the Website of the Company and the URL is: https://www.niit-tech.com/ sites/default/files/PolicyonMaterial-subsidiary.pdf

Risk Management Policy

The Company has developed and implemented a risk management framework for identification of elements of risk, which in the opinion of the Board may threaten the existence of the Company.

Dividend Distribution Policy

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates top 500 Listed Companies on their market capitalization as calculated on the 31st day of March of every year to frame a Policy for Distribution of Dividend. Accordingly, the Company adopted the said Policy during the FY2017. 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 - D of the Report and is also available on the website of the Company at http://www. niit-tech.com/sites/default/files/Dividend-Distribution-Policy.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy and environment-friendly initiatives

Consistent with and inspired by its corporate vision, values, and mission, NIIT Technologies aims to grow its business profitably while minimising the impact of its business operations on the environment. The Company has been proactively adopting and initiating multiple environment-friendly measures aimed at conservation of resources including energy and water, recycling or efficient disposal of waste, as well as leveraging the use of renewable resources where possible.

As a global leader in Consulting, Technology, and Outsourcing Services, the Company is committed to environmental sustainability. While creating new infrastructure, it emphasises not only on creating world class and cost effective infrastructure but also on energy efficiency, renewable energy sources, sustainable construction materials, water conservations, and waste management.

At its largest facility, spread over 25 acres, in Greater Noida, eco-efficiency and environment-friendliness is weaved intricately into all aspects of operations. Being a relatively new SEZ facility, environmental sustainability has been a key objective underpinning its design and function, right from the blueprint stage to its becoming operational. Over the years, state-of-the-art technologies, systems, and processes aimed at ensuring minimal environmental impact and adoption of best-in-class practices have enabled the Company to register significant improvements in its ability to reduce energy consumption, increase recycling of water, and facilitate effective waste management.

The Company recognizes energy as a precious resource and continuously explores and implements ways to reduce its consumption of energy. As part of these efforts, the Company keeps assessing the demand-side to bolster its energy efficiency while also investing in new technologies that either make its infrastructure more energy efficient or allow it to replace conventional energy sources with renewable ones wherever possible.

At its Greater Noida campus, NIIT Technologies has been able to mark multiple accomplishments on the environmental front, during FY 17 Company strives for:

- Further reduction of energy requirement by as much as 8% by using LED lighting and solar power usage. (Reduction of four lacs of electrical units annually).

- Significant increase in the recycling of water (approx. 20 lacs litres per month) using second STP plant while also using technologies to minimize its consumption. Water extraction from Ground reduced by 20% annually.

- Better waste management for both organic and e-waste, with substantial progress already made:

- Organic waste is being converted into compost for use in its grounds’ green areas and gardens i.e. conversion of waste into Compost is avg. 450 kg of manure per month. Manure is used for internal horticulture purpose.

- E-waste is collected and formally handed over to registered and certified disposal vendor through an auction process.

- Efficient transport practices, including increased usage of maximum CNG-based vehicles.

These have been made possible by investments and initiatives towards energy efficient Chillers, VFDs, VAVs, High Energy Efficient Glass on external fagade of buildings, wall & ceiling insulation, LED lights, Solar Energy for internal & external lighting as well as for hot water generation, and recycling of waste water, along with a host of additional new technologies like the use of decomposers for waste management.

The Company strives to recover, reuse, or recycle its workplace tools such as copiers, computers and paper. The policy for asset sale, donation, and disposal outlines what employees should do with technology assets that are not being fully utilized or have reached their end of useful life.

During FY 2017, the Company had set up a 50 KW Capacity Solar PV Power Plant at its IT/ITES SEZ campus in Greater Noida. This plant has been successfully commissioned and synchronized with the grid and has so far generated 47,000 KWH within a span of 9 months.

The Company exploring to enhance the capacity of solar power to 100 Kw within this FY in campus

All these efforts, investments, and achievements of NIIT Technologies on the environmental front have gained following recognitions.

During October 2016:

LEED Platinum Certification for New Construction for new tower ( phase 2 building) at Greater Noida campus from IGBC ( Indian Green Building Council).

During Feb & March 2017:

- ISO 14001:2015 (Environment Management)

- OHSAS 18001:2007 (Occupational Health and Safety Assessment Series)

- LEED Platinum Certification Operation & Maintenance for existing tower (phase 1 building) at Greater Noida campus from USGBC (US Green Building Council).

As an IT solutions provider with an established presence in areas like Managed Services, Infrastructure Management Services, and Cloud-based services, the Company operates data centres that consume energy resources in large quantities. With a view to reduce power consumption at its data centres, the Company had initiated the consolidation of its data centres which was completed in the preceding financial year. This has yielded encouraging results, improving PUE (Power Utilization Effectiveness), which is the unit of measurement for data centre efficiency, by 25%-30%. In addition to supporting energy efficiency, this initiative also generated operating benefits, offering both high availability as well as concurrent maintainability of infrastructure.

Technology absorption and R&D (Research & Development)

NIIT Technologies strives to be a leader in the early adoption of new, path breaking and disruptive technologies that strengthen its ability to maintain its leadership position across its industry verticals of focus. Towards that end, it continually evaluates and embraces new technologies and business models, and makes investments in developing or acquiring intellectual property (IP) in addition to upgrading its existing IP assets.

In line with its track record of keeping pace with the emergence of new services or technologies with disruptive potential, the Company made a foray into Digital Services and reinforced its offerings portfolio in that area by making a strategic investment in Incessant Technologies during the financial year under review. As a result, NIIT Technologies is now able to offer solutions in digital experience, digital integration, and digital analytics. Recently, the Company also launched its Digital Innovation Centre (DIC) in Hyderabad, which will provide a global platform for research and technological development to tap new market opportunities for Digital Integration. Equipped with state of the art IT infrastructure and Internet of Things (IOT) labs, this DIC will serve as a hub for innovative thinking and will play a key role in the Company’s success, going forward, as a dominant digital services player in its chosen areas of focus.

Details of significant and material orders passed by the’ Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future

During the year, no order was passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company is having a strong internal control system for all the processes to ensure the reliability of the financial reporting and timely feedback on achievement of operational objectives.

The Company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen controls. All significant audit observations and corrective actions thereon are presented to the Audit Committee for its review and suggestions.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2017, the Company has subsidiaries in the United States of America, United Kingdom, Netherlands, Germany, India, Singapore, Thailand, Australia, Dubai, Spain, Philippines & Brazil.

Details about the companies which have become/ ceased to be subsidiaries during the Financial Year

The Company has not acquired any company during the year. The subsidiary in Switzerland is in the process of liquidation and subsidiary in Belgium has been closed.

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

During the year, the Board of Directors reviewed the affairs of the subsidiaries.

Pursuant to provisions of Section 129(3) of the

Companies Act, 2013, a statement containing a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is included in the consolidated financial statement and the same has been annexed to this Report as AOC-1 given in Annexure E.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited Financial Statements of the Company, consolidated Financial Statements along with relevant documents are available on the website of the Company. The Financial Statements are also open for inspection at the Registered Office of the Company.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

The Company has not given any loan to any person or other body corporate. The details of the guarantee given by the Company is as under.

Particulars	Amt in Local Currency (In USD Mn.)	Outstanding Amt in INR as on March 31, 2017 (In Mn.)	Purpose
Issued to Citibank NA, on behalf of NIIT Technologies Pty., Australia	10.00	649	Working Capital Loan
Issued to Citibank NA, on behalf of NIIT Technologies Limited, UK	7.50	486	Working Capital Loan
Issued to Citibank NA, on behalf of NIIT Insurance Technologies Limited, UK	3.00	195	Working Capital Loan
Issued to Citibank NA, on behalf of NIIT Technologies Limited, Thailand	1.50	97	Working Capital Loan
Total	22.00	1,427

The details of investments in securities of other body corporates is given as under:

Investment in Subsidiary Companies	Investment value as on March 31, 2017 (Amt. in INR)
2,837,887 (31 March 2016: 2,837,887; 01 April 2015: 2,837,887) Shares having no par value in NIIT Technologies Inc. USA	155,790,698
16,614,375 (31 March 2016: 16,614,375; 01 April 2015: 16,614,375) Shares of 1 Singapore $ each fully paid-up in NIIT Technologies Pacific Pte Ltd., Singapore	702,818,750
3,276,427 (31 March 2016: 3,276,427; 01 April 2015: 3,276,427) Shares of 1 UK Pound each fully paid-up in NIIT Technologies Ltd.,UK	204,426,821
890,000 (31 March 2016: 890,000; 01 April 2015: 890,000) Equity Shares of Rs 10/- each fully paid-up in ESRI India Technologies Limited (formerly known as NIIT GIS Limited)	8,900,000
537,900 (31 March 2016: 537,900; 01 April 2015: 537,900) Equity Shares of Euro 1 each fully paid-up in NIIT Technologies GmbH, Germany	184,762,155
50,000,000 (31 March 2016: 50,000,000; 01 April 2015: 50,000,000) Equity Shares of Rs 10/- each fully paid-up in NIIT SmartServe Limited	500,000,000
1,000,000 (31 March 2016: 1,000,000; 01 April 2015: 1,000,000) Equity Shares of Euro 1 each fully paid-up in NIIT Airline Technology GmbH Germany	223,813,064
6,000 (31 March 2016: 6,000; 01 April 2015: 6,000) Ordinary Shares of 1000 AED each fully paid in NIIT Technologies FZ LLC Dubai	63,141,800
5,000,000 (31 March 2016: 5,000,000; 01 April 2015: 5,000,000) Equity Shares of Rs. 10 each in NIIT Technologies Services Limited	25,000,061
2,064,292 (31 March 2016: 2,064,292; 01 April 2015: Nil) Equity Shares of Rs. 2 each in Incessant Technologies Private Limited [Refer Note 41]	1,350,371,487
10,000 (31 March 2016: 10,000; 01 April 2015: 10,000) Shares of Peso 100 each in NIIT Technologies Philippines Inc	38,867,570

Particulars of Contracts or Arrangements with Related Parties

All the Related Party Transactions are entered on arm’s length basis and in ordinary course of business. All the transactions are in compliance with the applicable provisions of the relevant Acts and the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. There are no related party transactions entered by the Company which may have potential conflict with the interest of the Company at large. The Related Party Transaction Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions as approved by the Board. The same is uploaded on the website of the Company and the URL of same is: www. niit-tech.com/investors/ policysummarized. Pdf.

A Statement of all related party transactions is presented before the Audit Committee on a quarterly basis and prior/ omnibus approval is also obtained for the entire year, specifying the nature, value and terms and conditions of the transactions.

None of the transactions with the related parties fall under the scope of Section 188 (1) of the Companies Act, 2013. The details of Related Party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2 in Annexure - F.

Management Discussion and Analysis Report

In terms of Regulation 34(e) of the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Management’s Discussion and Analysis Report is set out in this Annual Report.

Business Responsibility Report

The SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, mandates the inclusion of Business Responsibility Statement (‘BRR’) for top 100 listed companies based on market capitalization. In compliance with the same we have integrated BRR as part of the Annual Report.

Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor’s in terms of Part E of Schedule V of the said Regulations of the Company forms integral part of Corporate Governance Report.

Scheme of amalgamation

The scheme for merger of PIPL Business Advisors & Investments Private Limited and GSPL Advisory Services and Investment Private Limited (part of the Promoter/ Promoter Group of NTL) with the Company has been approved by the Board, subject to approval by NCLT under section 230-232 of the Companies Act 2013 and other regulatory approvals.

AUDITORS & AUDITORS’ REPORT/CERTIFICATE

a. Statutory Audit:

Under Section 139 of the Companies Act, 2013 and Rules made thereunder, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permissible under the said section. The term of the current Statutory Auditors - PriceWaterhouse, Chartered Accountants (FRN 301112E) shall expire on the conclusion of the upcoming 25th Annual General Meeting of the Company. The Audit Committee approved and recommended to the Board appointment of S.R. Batliboi & Associates LLP, Chartered Accountants FRN 101049W/E300004 for appointment as Statutory Auditors of the Company for a term of five consecutive years with effect from the conclusion of ensuing 25th Annual General Meeting to be held on September 22, 2017 till the conclusion of 30th Annual General Meeting of the Company. The Board has further recommended their appointment to the Shareholders of the Company at the ensuing Annual General Meeting of the Company to be held on September 22, 2017. The said appointment shall be subject to ratification at every Annual General Meeting of the Company to be held after the ensuing Annual General Meeting.

The Report given by the current Statutory Auditors PriceWaterhouse forms integral part of the Annual Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

b. Secretarial Audit:

During the year, the Board of Directors of the Company had appointed Mr. Ranjeet Pandey (Membership No. 5922) of M/s Ranjeet Pandey & Associates, Company Secretaries (CP No.-6087), in Whole-time Practice, to carryout Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed thereunder, for the Financial Year 2016-17. The Report given by Secretarial Auditors is annexed to this Report as Annexure G. The Report does not contain any qualification, reservation or adverse remarks.

c. Auditor’s Certificate on Corporate Governance:

A required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditor’s Certificate on Corporate Governance is provided under the Corporate Governance Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

d. No fraud has been reported by the Auditors to the Audit Committee/Board or any other relevant authority.

HUMAN RESOURCE INITIATIVES

To maintain and develop ongoing competitiveness and adaptability, it is imperative to invest in organizational capability development. NIIT Technologies has been addressing these needs through several initiatives. Let’s take a look at these initiatives.

Service Culture

As part of our culture change journey, which has been driven by our service vision, “New Ideas, More Value”, over 1005 NIITians have undergone the ‘Uplift Your Service’ Training this year.

Diversity & Inclusiveness

Taking forward our commitment to build a gender balanced workplace we had launched an exclusive program, ”With Due Respect” for our leaders. The program sensitizes the participants to be aware of the potential impact of biases/prejudices as possible barriers to inclusiveness and help each leader understand their role in creating a supportive work environment. Through this company wide sensitization initiative, 542 leaders have been trained successfully.

Subsequently, sensitization sessions on Policy on Sexual Harassment (POSH) were also organized to create awareness on measures for prevention of sexual harassment at the workplace. Through pan India training sessions, 5128 NIITians were addressed on this topic.

A one day refresher program on POSH was organized exclusively for all the ICC (Internal Complaints Committee) members, in Quarter 3, at the Greater Noida Campus to educate them on provisions of the Prevention of Sexual Harassment at workplace Act. A diverse set of case studies were taken upto enable a thorough understanding of the intricacies of the law and our approach to deal with any instance of harassment.

Service Delivery

The service delivery organization had initiated the DONE program to address opportunities to enhance the quality of software delivered to customers. This program included ways to strengthen collaboration between testers and developers and create joint ownership of quality of deliverables across the company. A series of workshops were conducted to address multiple technologies like JAVA, DOTNET, Mainframe, T-SQL, Oracle, Mobile & Testing. Over 2400 employees were covered as part of this initiative that included over 120 training sessions.

The DONE Testing Program objectives included:

- Re-enforcement of the Organization’s expectations from testing professionals

- Awareness for Key test techniques in test design optimization (Orthogonal) and test execution effectiveness (RBT)

- Code Analysis Tool - SONAR to define/ include in build acceptance criteria

- Implementation of Accelerated Framework along with Automation and NFR guidelines.

A DONE 2 workshop was conducted for 173 Supervisors from the top 10 application development and maintenance accounts. The objective of this program is to institutionalize automation by identifying opportunities, implementing ideas and enabling collaboration across accounts and programs. It gives a detailed view on Tron which is NIIT’s automation framework and how it can be leveraged to meet automation targets on productivity and quality. The outcome of this program is a defined Automation Roadmap for each account which has prioritized ideas along with tangible benefits.

While DONE is focusing on developers and QA testers, intended audience for DONE 2 are Project Managers, Delivery Managers and Delivery Heads who fully understand and enforce DONE objectives and at the same time drive Automation theme within their respective accounts.

Digital Transformation

The year 2016-17 is the year of transformation. The world as we speak, is evolving at a pace faster than ever. Disruption is the new norm. NIIT Technologies truly believes that organisations that will thrive in future will be the ones where everyone has been touched digitally. A business where employees across all hierarchies and functions understand the practical impact of digital transformation in their lives. A Digital Reskilling Program, Digilife 2.0, was launched to upskill the workforce with expanded scope and a holistic approach. Last year in our initiative Digital 1000, 865 NIITians were trained and made competent in digital space.

Leadership Development

NAFL, NTL Academy for Future Leaders, focuses on leadership development in the organization. The overall development of the leaders is addressed through multiple training programs followed by learning consolidation activities. These activities emphasize hands on practice of the concepts introduced in programs that run under NAFL. This year NAFL introduced a bouquet of one-day workshops along with Webinars on “Project Portfolio Management using Agile”, “IT Risk Management”, “Leading Complex Projects” and many more.

Another critical program that runs under NAFL, is NGLP, “The NTL Global Leadership Program” which is the essential management development program that lays the foundation to step into executive leadership. This is designed to help senior business leaders thrive in a global environment and also help our core team develop holistic leadership skills from a Business and People perspective.

Every interaction, work project, initiative; every strategic or tactical imperative a company tries to accomplish, is affected positively or negatively by trust. If our team enjoys a trust dividend, then trust becomes the great “performance multiplier.” If, on the other hand, our organization is paying a Trust Tax, then everything one does takes more time and costs more money. With a perspective that Trust is more than a nice-to-have, soft, social virtue; it is a hard-edged economic driver. NAFL has initiated a packaged program on ”Leadership at the SPEED of TRUST” at various levels of the organization. All the initiatives undertaken were widely appreciated within the organization and have helped us better engage with NIITians, allowing us to maintain a healthy work environment.

Prevention/Prohibition of Sexual Harassment of women at workplace:

The Company has a policy on Prohibition/Prevention of Sexual Harassment of Women at workplace and matters connected therewith or incidental covering thereto all the aspects as contained in “The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company believes in providing a congenial atmosphere to work for all employees which is free from discrimination and harassment without regard to caste, religion, marital status and gender. During the year, the Company conducted various awareness programmes and workshops at all locations. During the year, the Company received two complaints pertaining to this which were duly resolved.

Awards and recognitions:

The company has been recognized in several important ways at the national and global levels, related to its leadership in specific industry verticals, and its robust HR practices.

- ’Dream Companies to work for’ for Talent Management by Times Ascent in association with World HRD Congress in 2017.

- Jury’s Choice Award for ‘Compensation Benefits Leadership’ under #BennyAwards2017 by World HRD Congress

- ’Best Employer Brand 2017’ for Best HR Strategy in line with Business, by the Employer Branding Institute in association with World HRD Congress

- HR Innovation Awards for ‘Best contribution to Organization Culture’ and ‘Best Rewards & Recognition program’ by HT Mint Connect and The Guild in association with CNBC TV18 in 2016.

- ’Best in Holistic Recognition’ by People Matters in 2017

ACKNOWLEDGEMENTS

The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by employees of the Company during the year at all levels. In addition, the Directors wish to thank the Company’s customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. We also thank Government of other countries where we have our operations.

The Directors also acknowledge and appreciate the support and confidence of the Company’s shareholders, and remain committed to enabling the Company achieve its growth objectives in the coming years.

For and on behalf of the Board of Directors

Rajendra S Pawar

Place: Noida Chairman & Managing Director

Dated: May 05, 2017 DIN: 00042516

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Mar 31, 2016

The Directors are pleased to present the Twenty Fourth Annual Report on the business and operations of your Company alongwith the Audited Annual Accounts for the Financial Year ended March 31, 2016 (FY2016). FINANCIAL PERFORMANCE OF THE COMPANY The highlights of the financial results for the Financial Year 2015-16 are as follows:

(Figures in Rs.mn except for EPS)

Particulars FY 2015-16 FY 2014-15

Consolidated Revenues 26,824 23,725

Standalone financials

Income from operations 14,678 13,461

Other Income 411 224

Total Income 15,089 13,685

Profit before depreciation and taxes 3,073 2,479

Depreciation 828 665

Exceptional Item 6 135

Provision for tax & (deferred tax) 299 203

Profit After Tax 1,940 1,476

Earning Per Share (Basic) (In Rs.) 31.75 24.25

Brief description of the Company''s working during the year and state of Company''s affair

During the Financial Year under review, the Company continued to engage with its customers around the world as a value-adding partner, bringing new ideas and more value into various aspects of their business. At the same time, it also acquired new customer relationships, won multiple new deals and expanded its offerings portfolio. Revenues during FY2016 increased 13% on a consolidated basis, to Rs. 26,824 million from Rs. 23,725 million in FY2015. This growth was driven by the Company''s higher international business and enhanced presence in Digital services, aided by its acquisition of a majority (51%) stake in Incessant Technologies Pvt. Ltd. in May 2015. Revenues from the export markets grew 17.2% during FY2016, while Digital Services now contributes 15% of consolidated revenues. As a result, operating profits (EBITDA) for the year increased significantly, rising 37% to Rs 4,733 million from Rs 3,457 million in the preceding Financial Year. EBITDA margin for FY2016 stood at 17.6%, representing a substantial expansion compared to 14.6% in FY2015. Higher revenues and robust margin expansion resulted in a strong net earnings growth for the year under review, with a consolidated Profit after Tax (PAT) of Rs 2,800 million for FY2016, up 146% from Rs 1,141 million in the preceding Financial Year.

Cash flows for the Company improved during the course of the year under review, with better collections as reflected in lower receivable days at 80 at the end of the year (compared to 93 days a year ago) and higher cash & bank balances at Rs 4,241 million as on March 31, 2016 (compared to Rs 3,375 million on March 31, 2015) on a consolidated basis.

Operating highlights

The Company recorded several significant operating accomplishments during the year, with multiple new engagements, large deal closures, and the launch of new initiatives aimed at capitalizing on emerging opportunities in the marketplace.

In terms of customer acquisition, the Company added 28 new clients in FY2016, higher than 19 added in FY2015 and 16 added in FY2014. The Company was also able to win some large deals, including one with the UK Regulatory Body Ofcom. The value of the contract with Ofcom is £23 million over a six-year period which includes an initial term of 4 years and extensions. Through this engagement, NIIT Technologies will help Ofcom manage its infrastructure and application systems and offer customer-focused service to improve users'' experience of ICT services. The Company''s ability to continually win deals in an increasingly competitive environment reflects its capabilities as well as the benefits of a reinforced front-end team created over the past couple of years. On the back of these customer acquisitions and deal wins, the Company was able to secure fresh orders worth $420 million during FY2016, of which 93% came from international markets. The order book executable over the next 12 months as on March 31, 2016 stood at $301 million.

During the year, the Company continued to make ongoing enhancements to its existing capabilities through investments in new emerging technologies, partnerships, and appropriate skills to deliver exceptional customer value and operational excellence.

It completed some key flagship digital experience projects for several clients and secured multiple new Digital engagements. In addition to that, it expanded the capability of its advanced analytics platform Digital Foresight®.

The Company also made a strong foray into Automation and Robotics, launching intelligent automation for business operations, aimed at driving greater business benefits for its clients globally. Towards this end, the Company has partnered with UiPath, a Software Company that specializes in Robotic Process Automation (RPA).

The Management''s Discussion & Analysis (MD&A) of the Company''s global business during FY2016 and outlook, along with a discussion of internal controls & risk management and mitigation practices, appears separately in this Annual Report. Reports on Corporate Governance and Corporate Social Responsibility (CSR) too are provided in this Annual Report.

Dividend

The Board has recommended a dividend of Rs. 10/- per equity share of face value Rs.10/- each (previous year Rs. 9.50 per equity share) amounting to Rs. 714 million (inclusive of tax of Rs. 103 million) subject to approval of the shareholders at the ensuing Annual General Meeting.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the Report & change in nature of business, if any

There has been no material change in the nature of business of the Company during the year and subsequent to the close of the Financial Year to which the Balance Sheet and Financial Statements relate and the date of the Report, like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. COMPANIES ACT DISCLOSURES & CORPORATE GOVERNANCE Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return is enclosed in (Annexure A), Number of meetings of the Board

The Board of Directors of the Company met 6 (six) times in the FY2015-16. 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.

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 had 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) the internal financial controls are laid to be followed by the Company and that 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 that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

a. Retirement by rotation of Mr. Vijay K Thadani (DIN 00042527), Director

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Vijay K Thadani, Director (DIN 00042527) will retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting of the Company.

b. Independent Directors

Pursuant to the provisions of Section 149 of the Company Act, 2013, Mr. Amit Sharma, Mr. Surendra Singh and Mr. Ashwani Puri were appointed as Independent Directors till March 31, 2019 at the Annual General Meeting of the Company held on July 07, 2014. Further, Ms. Holly Jane Morris was appointed as woman Independent Director till March 31, 2017 at the Annual General Meeting of the Company held on August 03, 2015.

Statement on declaration by the Independent Directors

All the Independent Directors have given declarations that they meet all the requirements specified under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for holding the position of Independent Director in the Company.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Familiarization program of Independent Directors

The details of the Familiarization program of Independent Directors are available on the website of the Company http://www.niit-tech.com/investors/ Familiarization-Programme-Independent-Directors. pdf. 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.

c. 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, 2016:

a) Mr. Rajendra S Pawar (DIN 00042516) - Chairman & Managing Director

b) Mr. Arvind Thakur (DIN 00042534) - Chief Executive Officer & Jt. Managing Director

c) Mr. Amit Kumar Garg - Chief Financial Officer

d) Mr. Lalit Kumar Sharma - Company Secretary & Legal Counsel

Changes during the year:

- Ms. Pratibha Advani relinquished from the position of Chief Financial Officer w.e.f. May 07, 2015 and Mr. Amit Roy took over as Chief Financial Officer of the Company from May 08, 2015 till December 13, 2015. Thereafter, Mr. Amit Kumar Garg was appointed as the Chief Financial Officer w.e.f. December 14, 2015.

- Ms. Monika Arora resigned from the office of Company Secretary w.e.f the close of business hours on May 31, 2015 and subsequently Mr. Lalit Kumar Sharma was appointed as Company Secretary & Legal Counsel w.e.f June 01, 2015.

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.

Share Capital

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

During the year, the Company did not issue 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 1,41,625 Equity shares on the exercise of stock options under the Employee Stock Option Scheme of the Company (ESOP 2005). Due to this, the outstanding issued, subscribed and Paid-up Equity Capital increased from Rs. 610,448,990 to Rs. 611,865,240 as at March 31, 2016 pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014.The grantwise details of the Employee Stock Option Scheme is partially provided in the Notes to Accounts of the Financial Statement in Annual Report and a comprehensive note on the same forms part of the Board Report, which is available on the website of the Company and the URL for the same is http://www.niittech.com/investors/otherdisclosures or may be obtained from the Company and is open for inspection at the Registered Office of the Company.

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 is not exercising the voting rights directly by the employees in respect of shares to which the scheme relates.

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 Regulations, 2015, consisting of majority of Independent Directors.

The composition of the Audit Committee and details of the Meetings and attendance during the FY2015-16 are as under:

Name of the Category Designation Number of Dates of Committee meetings during meetings member the Financial held during Year 2015-16 the year

Held Attended

Mr. Ashwani Independent Chairman 6 6 April 15, 2015 Puri Director May 04, 2015

Mr. Surendra Independent Member 6 6 July 13, 2015 Singh Director October 15,

Mr. Vijay Non- Executive Member 6 6 2015 K Thadani Promoter Director January 14, 2016

Mr. Amit Independent Member 6 6 March 21, 2016 Sharma Director

Mr. Ashwani Puri is the Chairman of the Committee and Mr. Lalit Kumar Sharma acts as Secretary to the Committee. The Board had accepted all the recommendations of the Audit Committee made during the year. The details pertaining to the no. 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 Obligations & Disclosure Requirements) Regulations, 2015.

Nomination and Remuneration Committee

The Company has a duly constituted ''Nomination & Remuneration Committee'' under the provisions of Section 178 of the Companies Act, 2013 and the terms of reference are disclosed under the Corporate Governance Report of the Company in terms of the requirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The composition of the Nomination and Remuneration Committee and details of the Meetings and attendance during the FY2015-16 are as under:

Name of the Category No. of meetings during Dates of Committee the Financial Year meetings held member during the year

Held Attended

Mr. Amit Non-Executive 5 5 May 05, 2015 Sharma Independent May 25 2015 Director

July 13, 2015

Mr. Surendra Non-Executive 5 4 October 15, 2015 Singh Independent January 14, 2016 Director

Mr. Vijay K Non-Executive 5 5 Thadani Promoter Director

The Chairperson of the Committee is Mr. Amit Sharma, who is an Independent Director of the Company.

Corporate Social Responsibility (CSR)

In terms of provisions of section 135 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 Committee which includes formulating and recommending 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 Policy of the Company. The Committee comprises of the following members:

1. Mr. Surendra Singh (Chairman)

2. Mr. Arvind Thakur

3. Mr. Amit Sharma

4. Mr. Ashwani Puri

The Company has undertaken activities as per the CSR Policy (available Company''s website www.niit-tech.com) and the details are contained in the Annual Report on CSR Activities given in Annexure-B forming part of this Report.

The Company''s approach is to spend on activities for the welfare of society under Corporate Social Responsibility activities ensuring that the total spend in each financial year would be above the level prescribed under the Companies Act, 2013.

As part of its CSR initiatives, the Company continued its CSR drive around Education, Employability and Infrastructure support.

In our sustained efforts, to take our CSR initiatives forward, we continued with the Scholarship program for deserving students in NIIT University. NIIT Institute of Information Technology "TNI", a society registered under the Societies Act, 1860, (Central Act No 21 of 1860) in the office of Registrar of Societies, Government of NCT of Delhi, has set up NIIT University "NU" as a private University at Neemrana, Dist. Alwar, Rajasthan.

The organization has continued to support the local schools with regards to Infrastructure support in line with previous years including teaching assistance.

The organization has also set-up a Career Development Centre managed and run by the "NIIT Foundation". The Center will focus on providing courses under the following categories:

- Certificate Course in IT for Beginner (CCIB)

- Certificate Course in Social Networking (CCSN)

- National Digital Literacy Mission (NDLM)

- Other Career/Employability Courses Furthermore, the organization supported the Noida Deaf Society by sponsoring two employability courses for Deaf and Mute adolescents at their Noida Center.

The organization and staff also provided monetary contribution by donating towards rehabilitation of damage caused by Chennai floods. This contribution is being used to support Little Drops Home for destitute elders and mentally challenged girls.

Compliance with the Code of Conduct & Prevention of Insider Trading

The Company has "NIIT Technologies Limited - Code of Conduct" (Code). The Code is available on the website of the Company (URL is - http://www.niittech.com/investors). The Chief Executive Officer of the Company has given a declaration that the Directors and Senior Management of the Company have given an annual affirmation of compliance with the Code of Conduct during the year 2015-16.

Further, the Company has formulated and adopted a Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy lays down the guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company alongwith consequences for violation. The policy is formulated to regulate, monitor and ensure reporting of deals by employees and maintain highest level of ethical standards while dealing in the Company''s securities. The Company has also adopted the Code of Fair Disclosure, which is placed on the website of the Company.

Performance Evaluation of the Board In terms of the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the evaluation of its own performance, the Directors individually including the Chairman of the Board and that of its Committees. The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated.

The evaluation was done based on one-to-one interactions and after seeking inputs from all the Directors, which covered various aspects of Board''s functioning and its Committees, Board Effectiveness, Key Stakeholders connect, Ethics and Compliances, Evaluation of Company''s Performance, Project Management and Internal Control and Audits.

The performance of the Committees was evaluated by the Board after seeking inputs from the respective Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The Independent Directors also reviewed the performance of the Board and Non-Independent Directors in their separate meeting, alongwith the performance of Chairman taking into account the views of Executive Directors and Non-Executive Directors and effectiveness of timely availability of information to the Board.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees.

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-C. Further, the 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 at the Registered Office of the Company and the said annexure is also open for inspection at the Registered Office of the Company.

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 and appointment of Senior Management and their remuneration. The Remuneration 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 and Corporate Governance under SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Company has complied with all the provisions of the Section and has adopted a Whistle Blower Policy duly approved by the Audit Committee to report concerns about unethical behaviour, actual & suspected frauds, or violation of Company''s Code of Conduct and Ethics. The policy is uploaded on the website of the Company and the URL for the same is www.niit-tech.com/ investors/whistleblowerpolicy.pdf.The same provides for adequate safeguards against victimisation of director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman 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 also available on the Website of the Company and the URL is :www.niit-tech.com/investors/ Policy-Material-Subsidiaries.pdf.

Risk Management Policy

The Company has developed and implemented a risk management framework for identification of elements of risk, which in the opinion of the Board may threaten the existence of the Company.

Other Policies

The SEBI, Listing Obligations & Disclosure Requirements, Regulations 2015, mandated the formulation of certain policies for all listed companies. In addition to the current policies, the company has adopted Policy for determination of material/price sensitive information and Archival Policy pursuant to these Regulations.

Listing Agreement

The Securities & Exchange Board of India (SEBI), on September 02, 2015, issued Listing Obligations & Disclosure Requirements, Regulations 2015, with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said Regulations were effective from December 01, 2015. Accordingly, the Company again entered into the Listing Agreement with BSE Limited and National Stock Exchange of India Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy and environment-friendly initiatives

Consistent with and inspired by its corporate vision, values, and mission, NIIT Technologies aims to grow its business profitably while minimising the impact of its business operations on the environment. The Company has been proactively adopting and initiating multiple environment-friendly measures aimed at conservation of resources including energy and water, recycling or efficient disposal of waste, as well as leveraging the use of renewable resources where possible.

As a global leader in Consulting, Technology, and Outsourcing Services the Company is committed to environmental sustainability. While creating new infrastructure, it emphasises not only on creating world class and cost effective infrastructure but also on energy efficiency, renewable energy sources, sustainable construction materials, water conservations, and waste management.

At its largest facility, spread over 25 acres, in Greater Noida, eco-efficiency and environment-friendliness is weaved intricately into all aspects of operations. Being a relatively new SEZ facility, environmental sustainability has been a key objective underpinning its design and function, right from the blueprint stage to its becoming operational. Over the years, state-of-the-art technologies, systems, and processes aimed at ensuring minimal environmental impact and adoption of best-in-class practices have enabled the Company to register significant improvements in its ability to reduce energy consumption, increase recycling of water, and facilitate effective waste management.

The Company recognizes energy as a precious resource and continuously explores and implements ways to reduce its consumption of energy. As part of these efforts, the Company keeps assessing the demand-side to bolster its energy efficiency while also investing in new technologies that either make its infrastructure more energy efficient or allow it to replace conventional energy sources with renewable ones wherever possible.

At its Greater Noida campus, NIIT Technologies has been able to mark multiple accomplishments on the environmental front, including:-

- Reduction of lighting energy requirement by as much as 35%

- Reduction in cooling and heating energy consumption by 25%

- Significant increase in the recycling of water while also using technologies to minimize its consumption e.g. usage of SBR based STP Plants.

- better waste management for both organic and e-waste, with substantial progress already made:

(i) organic waste is being converted into compost for use in its grounds'' green areas and gardens;

(ii) e-waste gets collected and formally handed over to registered and certified disposal vendor through an auction process.

- efficient transport practices, including increased usage of maximum CNG-based vehicles.

These have been made possible by investments and initiatives towards energy efficient Chillers, VFDs, VAVs, High Energy Efficient Glass on external fagade of buildings, wall & ceiling insulation, LED lights, Solar Energy for internal & external lighting as well as for hot water generation, and recycling of waste water, along with a host of additional new technologies like the use of decomposers for waste management.

The Company strives to recover, reuse, or recycle its workplace tools such as copiers, computers and paper. The policy for asset sale, donation, and disposal outlines what employees should do with technology assets that are not being fully utilized or have reached their end of useful life.

During FY 2016, the Company set up a 50 KW Capacity Solar PV Power Plant at its IT/iTeS SEZ campus in Greater Noida. This plant has been successfully commissioned and synchronized with the grid and has so far generated 47,000 KWh within a span of 9 months.

All these efforts, investments, and achievements of NIIT Technologies on the environmental front have gained recognitions, with an important one being "Leadership in Energy and Environmental Design" (LEED) certification for its Greater Noida campus:

- The Company''s Software Development First Block (SDB) at the Greater Noida campus has been awarded the highest possible ''PLATINUM'' Green Building rating by the Indian Green Building Council (IGBC) under LEED® India Core & Shell system.

- In an evaluation of energy performance of the building using a computer simulation model, overall savings were found to sustain at the rate of about 21% savings over the LEED® mandated ASHRAE 90.1-2004 baseline.

- The Company also has an ongoing initiative for LEED certification in the area of Operation & Maintenance for its Phase-1 building, which is currently being monitoring by consultants from the US Green Building Council (USGBC) for likely certification in the new financial year, based on data verification & evaluation.

- The second phase of construction at the campus, which entails a separate software development block, is also registered for LEED certification separately.

- ISO 14001 and OHSAS 18001 Certification is another initiative as part of overall sustainability program .

As an IT solutions provider with an established presence in areas like Managed Services, Infrastructure Management Services, and Cloud-based services, the Company operates data centres that consume energy resources in fairly large quantities. With a view to reduce power consumption at its data centres, the Company had initiated the consolidation of its data centres which was completed in the preceding financial year. This has yielded encouraging results, improving PUE (power utilization effectiveness), which is the unit of measurement for data centre efficiency, by 25%-30%. In addition to supporting energy efficiency, this initiative also generated operating benefits, offering both high availability as well as concurrent maintainability of infrastructure.

Technology absorption and R&D (Research & Development)

NIIT Technologies strives to be a leader in the early adoption of new, pathbreaking and disruptive technologies that strengthen its ability to maintain its leadership position across its industry verticals of focus. Towards that end, it continually evaluates and embraces new technologies and business models, and makes investments in developing or acquiring intellectual property (IP) in addition to upgrading its existing IP assets.

In line with its track record of keeping pace with the emergence of new services or technologies with disruptive potential, the Company made a foray into Digital Services and reinforced its offerings portfolio in that area by making a strategic investment in Incessant Technologies during the financial year under review. As a result, NIIT Technologies is now able to offer solutions in digital experience, digital integration, and digital analytics. Recently, the Company also launched its Digital Innovation Centre (DIC) in Hyderabad, which will provide a global platform for research and technological development to tap new market opportunities for Digital Integration. Equipped with state of the art IT infrastructure and Internet of Things (IOT) labs, this DIC will serve as a hub for innovative thinking and will play a key role in the Company''s success, going forward, as a dominant digital services player in its chosen areas of focus.

Foreign Exchange Earnings and Outgo The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as under:

(Rs. Million)

Particulars Year 2015-16 Year 2014-15

Foreign Exchange Earnings 12,724 10,852

Foreign Exchange Outflow 5,133 4,585

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company is having a strong internal control system for all the processes to ensure the reliability of the financial reporting and timely feedback on achievement of operational objectives.

The Company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen controls. All significant audit observations and corrective actions thereon are presented to the Audit Committee for its review and suggestions.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2016, the Company has subsidiaries in the United States of America, Japan, United Kingdom, Netherlands, Belgium, Germany, Switzerland, India, Singapore, Thailand, Australia, Canada, Dubai, Spain, Philippines & Brazil.

Details about the companies which have become subsidiaries during the Financial Year

Acquisition of 51% stake in Incessant Technologies Pvt. Ltd.-Strategic investment in Digital Integration:

During the year, the Company made its foray into the high opportunity area of Digital Integration by acquiring 51% stake in Incessant Technologies Pvt. Ltd., a global BPM specialist sharply focused on enabling its clients to automate and integrate back end systems with a digital front end. Incessant Technologies Pvt. Ltd. has over 300 consultants who are certified practitioners, strong relationships with more than 20 clients, and strong alliance partnerships with leading platform providers like Pegasystems and Appian. This acquisition provides the Company with the capability to be a significant player in the Digital Integration space with Digitization and Automation of business processes for seamless customer experience, and also enables the Company to reinforce its position in the BSFI vertical across geographies including North America, Europe,and Australia. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement. During the year, the Board of Directors reviewed the affairs of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is included in the consolidated financial statement and the same has been annexed to this Report as AOC-1 given in Annexure D.

Also, pursuant to provisions of Section 136 of the Companies Act, 2013, the audited Financial Statements of the Company, consolidated Financial Statements alongwith relevant documents are available on the website of the Company. The Financial Statements are also open for inspection at the Registered Office of the Company.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

The particulars of Loans, Guarantees & Investments under section 186 of the Companies Act 2013, have been disclosed under the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

All the Related Party Transactions are entered on arm''s length basis and in ordinary course of business. All the transactions are in compliance with the applicable provisions of the relevant Acts and the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. There are no related party transactions entered by the Company which may have potential conflict with the interest of the Company at large. The Related Party Transaction Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions as approved by the Board. The same is uploaded on the website of the Company and the URL of same is: www.niit-tech.com/investors/ policysummarized. pdf

A Statement of all related party transactions is presented before the Audit Committee on a quarterly basis and prior/ omnibus approval is also obtained for the entire year, specifying the nature, value and terms and conditions of the transactions. The details of Related Party transactions which are material in nature are disclosed in Form No. AOC-2 as given in Annexure - E.

Management Discussion and Analysis Report In terms of Regulation 34(e) of the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Management''s Discussion and Analysis Report is set out in this Annual Report.

Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor''s in terms of Part E of Schedule V of the said Regulations of the Company forms integral part of Corporate Governance Report.

AUDITORS & AUDITORS'' REPORT/CERTIFICATE

a. Statutory Audit:

The members of the Company at the Annual General Meeting held on July 7, 2014 had appointed M/s PriceWaterhouse, Chartered Accountants (FRN 301112E), as Statutory Auditor under the provisions of section139 of the Companies Act, 2013 for a period of 3 years, subject to ratification of their appointment at every Annual General Meeting. Accordingly, the appointment of M/s Price Waterhouse is placed for ratification by the Shareholders. The Report given by the Statutory Auditors forms integral part of the Annual Report.

The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

b. Secretarial Audit:

During the year, the Board of Directors of the Company had appointed Mr. Ranjeet Pandey (Membership No. 5922) of M/s Ranjeet Pandey & Associates, Company Secretaries (CP No.-6087), in Whole-time Practice, to carryout Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed thereunder, for the Financial Year 2015-16.The Report given by Secretarial Auditors is annexed to this Report as Annexure F. The Report does not contain any qualification, reservation or adverse remarks.

c. Auditor''s Certificate on Corporate Governance:

A required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditor''s Certificate on Corporate Governance is provided under the Corporate Governance Report.The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

HUMAN RESOURCE INITIATIVES

The Company is always committed to providing best- in-class working environment and empowerment for its employees to excel professionally and to pursue personal aspirations.

In our continuous endeavour to fine-tune our processes to the changing expectations of our employees and business, this year we completely reengineered our Performance Management System, Performance Planning Development Process (PPDP). The New PPDP is significantly simpler and focused towards rewarding employees who believe in high-performance. A Digital Diary app has also been launched for NIITians to enable more effective and efficient two-way communication between the employees and their supervisors.

Our culture change journey continues to be driven by the service vision, "New Ideas, More Value". A total of 10,000 NIITians have undergone the ''Uplift Your Service'' Training.

The positive impact of this cultural change has been felt by customers and NIITians. Overall Employee Engagement Survey scores, already above industry average, improved by 3 percentage points over the previous year.

To enable our women staff members strike a balance between Work and Family life, we announced new initiatives to support them and enable them to take charge of their careers. We launched onsite Creche at our Greater Noida Campus, rolled out Extended Maternity Benefits, two additional months of Leave Without Pay (LWP) and Work From Home (WFH) policy.

SEED (School for Employee Education and Development) recorded 8,31,773 hours of learning by employees. A new program was launched to build Digital Capability. More than 8,000 NIITians went through the ''Think Digital'' Orientation module. A 11 Day boot camp was designed to upskill technical workforce with new technologies required for digital business. Training initiatives were focused on improving quality of deliverables and improving project management skills.

During the year we also received various awards and external recognitions including Great Place to Work (GPTW) amongst Top 50 Best IT-BPM companies, listed among top 5 large Best companies to work in GPTW, conferred with HR technology Leader by Business World HR Excellence, won "Talent Management Award" at Knowledge Management Leadership Awards by Asia Pacific HRM Congress and the National Award for Excellence in BPO and Outsourcing 2015 by Asia Outsourcing Conference.

All the initiatives undertaken were widely appreciated within the organization and have helped us better engage with NIITians, allowing us to maintain lower attrition levels. Prevention/Prohibition of Sexual Harassment of women at workplace:

The Company has a policy on Prohibition/Prevention of Sexual Harassment of Women at workplace and matters connected therewith or incidental covering thereto all the aspects as contained in "The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. The Company believes in providing a congenial atmosphere to work for all employees which is free from discrimination and harassment without regard to caste, religion, marital status and gender. During the year, the Company conducted various awareness programmes and workshops at all locations. During the year, the Company received three complaints pertaining to this which were duly resolved.

Awards and recognitions:

The Company bagged the following awards and recognitions during the FY 2015-16:

- Identified as a "Leader" in Nelson Hall''s NEAT vendor evaluation for Digital Transformation Services (Digital Focus market segment)

- Positioned amongst top vendors under the Innovation category in 2015 Enterprise Mobility Services Blueprint Report by HfS Research

- Felicitated with "The International Outsourcing Contract of the year" award by National Outsourcing Association (NOA) for partnership with Morris Communications

- Ranked #5 for customer satisfaction in the UK in the annual research conducted by Whitelane Research and PA Consulting Group

- Recognized as a Leader by International Association of Outsourcing Professionals in The Global Outsourcing 100® and The World''s Best Outsourcing Advisors in the Leader size category

- Conferred with the ''RB Investor Communication'' award in the "Technology - Emerging Corporates" category

- Recognized by "Great Place To Work® Institute" as "Top 5 large organizations" in the IT-BPM domain

- Listed in 50 Best IT- BPM Company to Work For in 2015'' by ''Great Place To Work® Institute''

- Conferred with "HR Technology leader" award by Business World HR Excellence

- Included in Computer World''s List of 100 Best Places to Work in IT and ranked No. 23 among small organizations

- Conferred with ''Talent Management'' award at the Knowledge Management Leadership Awards by Asia Pacific HRM Congress

- Conferred with two awards -''BPO Contract of the Year'' and ''Award for Skills Development Program of the year'' - at National Awards for Excellence in Outsourcing & BPO by Asia Outsourcing Congress

- Conferred with E-Governance Initiative of the year award by ASSOCHAM

ACKNOWLEDGEMENTS

The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by employees of the Company during the year at all levels. In addition, the Directors wish to thank the Company''s customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. We also thank Government of other countries where we have our operations.

The Directors also acknowledge and appreciate the support and confidence of the Company''s shareholders, and remain committed to enabling the Company achieve its growth objectives in the coming years.

For and on behalf of the Board of Directors



Sd/-

Rajendra S Pawar Place: Noida Chairman & Managing Director

Dated: May 06, 2016 DIN: 00042516

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Mar 31, 2012

The Board of Directors of NIIT Technologies Limited ("Company") take pleasure in presenting the report on its business and for the financial year ended March 31, 2012.

Financial Results

The highlights of the financial results for the financial year 2011-12 are as follows -

(Figures in Rs.mn except for EPS) Particulars FY 2011-12 FY 2010-11

Consolidated Revenues 15,765 12,323

Standalone financials

Income from operations 8,275 7,293

Other Income 306 228

Total Income 8,581 7,521

Profit before deprecation and taxes 1,901 1,574

Depreciation 243 233

Provision for tax & (deferred tax) 527 108

Profit After Tax 1,131 1,233

Earning Per Share (Basic) (In Rs.) 19.05 20.91

Review of operations

During the financial year under review the Company delivered all round growth in each of the geographies that it operates in, and in every industry segment that it is focused on, despite the volatility and turbulence in the macro environment that continues to persist. Revenues and earnings expanded as the Company leveraged a strong order book built through the year. The Company also entered into multiple new engagements in both foreign and domestic markets, secured several multi- million dollar fresh orders from its existing large clients, made a strategic acquisition in Europe (Proyecta Sistemas de Informacion SA, in August 2011), and established a JV with Morris Communications that enables near-shore capabilities in the US.

The global economic environment remains subdued, although key economies such as the US are showing stability and some improvement, with a yet unresolved crisis in the Eurozone and signs of slower growth in many emerging economies. In such business conditions, NIIT Technologies has stayed focused on strengthening its order book, reinforcing its front-end team, furthering its footprint in the marketplace, and exploring areas for further efficiency enhancement as it enters the new financial year.

The Company continues to invest in creating additional management bandwidth, augmenting its front-end sales organization, and expanding its delivery facilities. The Company generates a substantial part of its revenues from non-linear and IP-led activity and is engaged in multiple large and complex transformational engagements. In line with its client and operating profile and to effectively meet future growth requirements, the Company has been enhancing its capabilities and organizational skill-base. The initiatives undertaken by the Company during the year under review should yield benefits in the future.

Outlook

The Company delivered a strong, growth-led operating performance during the year under review (financial year 2012), with consolidated revenues rising 28% driven by scaling-up of business across top clients. Post-tax earnings increased by 8% compared to the preceding year (financial year 2011) despite the acquisition of the transformational deals done during the year.

During financial year 2013, the company aims to deepen its engagements with existing clients, draw repeat business, and emerge as the 'First Choice' and the preferred partner for its marquee global customers.

During financial year 2012, the Company entered into high potential, business transformation deals with new customers that will also enable it to further expand and strengthen its footprint in Europe and the USA. Going forward, the Company will attempt to build upon these achievements.

The Company sees its eco-system of critical partnerships and alliances with reputed global companies as an important asset and will continue to explore opportunities to further expand it.

The Company's differentiated business model with strong capabilities in its chosen verticals, programme management track-record, investments in intellectual property, and a reinforced leadership team are great advantages in the prevailing macro-environment that remains volatile. These strengths position the Company well to benefit from an upturn in business conditions. These factors, along with the fact that NIIT Technologies has been able to expand its orderbook executable over the next 12 months to US$ 243 million at the end of FY2012, a 44% increase from US$ 169 million a year ago, indicate that the Company should be able to deliver healthy growth during FY2013.

Employee Stock Option Scheme (ESOP)

During the year, 381,263 equity shares of the Company of Rs. 10/- each, fully paid up, were allotted under the Employee Stock Option Plan 2005 of the Company on exercise of stock options.

Under ESOP 2005, the Compensation/Remuneration committee, in their meeting held on May 06, 2011, May 22, 2011, July 19, 2011, October 17, 2011 & January 17, 2012 has granted stock option to selected employees of the company/subsidiary companies. Details of options granted under ESOP 2005 are annexed to this Report, as annexure B, in accordance with SEBI (Employee Stock Option Scheme and employee Stock Option Purchase Scheme) Guidelines, 1999, and any modifications thereto.

Reserves

The Company has transferred an amount of Rs 113 Mn to General Reserve (Rs. 123 Mn last year).

Dividend

The Board has recommended a dividend of Rs. 8.00 per equity share of Rs.10/- each (previous year Rs.7.50 per equity share) on the share capital, subject to approval of the shareholders at the ensuing Annual General Meeting.

Increase in Capital

During the year, the company issued 381,263 shares on the exercise of stock options under the Employee Stock Option Scheme of the Company (ESOP 2005). Due to this the outstanding issued, subscribed and paid up equity capital increased from Rs. 592,510,560 to Rs. 596,323,190 as at March 31, 2012.

Transfer to Investors' Education & Protection Fund (IEPF)

During the year, the Company transferred an amount of Rs. 6,76,785 being unclaimed dividend pertaining to the financial year 2003-04 and Rs. 3,52,192 being amount realized after sale of fractional shares allotted upon demerger, remaining unclaimed, in the Investors' Education & Protection Fund (IEPF) of the Central Government, pursuant to Section 205A of the Companies Act, 1956.

Subsidiary Companies

As on March 31, 2012, the Company has subsidiaries in the United States of America, Japan, United Kingdom, Netherlands, Belgium, Germany, Switzerland, Austria, India, Singapore, Thailand, Australia, Canada, Dubai and Spain.

During the year, the company formed a Joint venture company in the name of NIIT Media Technologies LLC, USA with MStar Solutions operating in the areas of publishing & communications through its subsidiary NIIT Technologies Inc., USA.

Also, the company has acquired a company "Proyecta Sistemas De Informacion S.A." in Spain, a software services company head quartered in Madrid. The acquisition enabled the company to enhance its European footprint with Proyecta's successful experience in servicing industry leaders in the Travel and Financial Services segments.

As required under the Listing Agreement with the stock exchange(s) a consolidated financial statement of the Company and all its subsidiaries has been prepared and attached hereto.

The Ministry of Corporate Affairs has granted a general exemption to the companies from attaching financials of the subsidiaries, subject to the laid down conditions. Therefore, the Company shall not be attaching the audited accounts of the subsidiaries to the annual accounts of the Company for the current year. The annual accounts of the subsidiary companies and related detailed information will be made available to any member of the Company or subsidiary company upon request and are also available for inspection by any member of the Company, during the business hours, at the registered office of the Company and that of the subsidiary company concerned. The annual accounts of the individual subsidiary companies shall also be made available on the website of the company.

Corporate Social Responsibility

During the year, as a part of the CSR Initiative, the Company has primarily focused most of its CSR initiatives in the areas of education. This created a unique opportunity to support the schools/universities with an objective of promoting learning and knowledge, improving the quality of higher education, energy conservation & anti- pollution measures, community welfare and community development activities.

Postal Ballot

During the year, the Company did not pass any resolution through postal ballot process prescribed under Section 192A of the Companies Act, 1956 read with Companies (Postal Ballot) Rules, 2003.

Corporate Governance and Management Discussion and Analysis Statement

The Company is in compliance of all mandatory requirements regarding corporate governance as stipulated under Clause 49 of the listing agreement with the stock exchange(s). For the fiscal year ending 2012, the compliance report is provided in the Corporate Governance section of the Annual Report. A certificate issued by the statutory auditors of the Company on compliance of the conditions of corporate governance stipulated in clause 49 of the listing agreement with the stock exchange(s) forms part of the Corporate Governance Report.

The report on Corporate Governance and Management Discussion and Analysis statement is provided in this Annual Report.

Directors

As per the provisions of the Companies Act, 1956 and Articles 67, 68 and 69 of the Articles of Association of the Company, Mr. Surendra Singh, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re- appointment.

The term of the directorship of Mr. Subroto Bhattacharya is expiring in the forthcoming Annual General Meeting of the Company and he has expressed his unwillingness to be re-appointed. The Board has appointed Mr. Ashwani Puri, as Additional Director w.e.f May 4, 2012 and in the annual genral meeting. Mr. Puri will be re-appointed as a Director liable to retire by rotation.

Directors' Responsibility Statement As required under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms -

a) That in preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures;

b) That they have selected the accounting policies described in the notes to accounts, which have been consistently applied, except where otherwise stated 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 as at March 31, 2012 and of the profit or loss of the Company for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) That the Annual Accounts have been prepared on the historical cost convention, as a going concern basis and on accrual basis.

Information relating to Conservation of Energy, Technology Absorption, Research and Development and Exports and Foreign Exchange Earnings and Outgo and other information forming part of the Directors' Report in terms of Section 217(1)(e) of the Companies Act, 1956, and Rules made there-under

- Conservation of energy

The operations of the Company involve low energy consumption. However, adequate measures, wherever possible, have been taken to conserve energy. The Company is continuously evaluating new technologies and invests in them to make its infrastructure more energy efficient.

The Company's Software Development Block (SDB) at Greater Noida has been awarded the highest possible

'PLATINUM' Green Building rating by Indian Green Building Council (IGBC) under LEED® India Core & Shell system. In order to evaluate energy performance of the building, a computer simulation model was used to assess the energy performance. The project has achieved 21.4% savings in energy costs over the LEED® mandated ASHRAE 90.1-2004 baseline. The energy simulation was vital for making design decisions that impacted energy use, such as, envelope optimization, glazing selection, lighting design and HVAC system sizing.

- Technology absorption

In today's world, perpetually evolving technologies and increasing competition define the global market space. In order to maintain its position of leadership, the Company has continuously and successfully developed innovative methods for absorbing, adapting and effectively deploying new technologies.

- Research & Development

During the year, the Company continued its research in software engineering. These efforts have resulted in innovative products in software engineering to support both maintenance and development projects.

The Technology Innovation Centre (TIC) located in Bangalore explores emerging technologies and devices innovative solutions for clients. Some of these innovation gets converted into research paper and other are converted to patent application. During the last year, two of the inventions, one on "heuristic code comprehension technique" and the other "interpreting design document to formulate test case" have been filed as a patent in US."

- Export and Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo are as under:

(Rs. Million) Year 2011-12 Year 2010-11

Foreign Exchange earnings 7468 5242

Foreign Exchange Outflow 2550 2021

Public Deposits

The Company has not accepted any fixed deposits during the year hence no amount of principal or interest was outstanding on the date of the Balance Sheet.

Particulars of Employees

The statement of employees pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is annexed as annexure A hereto and forms part of this report.

Auditors

M/s Price Waterhouse, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors' Report

The Report of the Auditors' on the Annual Accounts of the Company forms part of the Annual Report and is self explanatory.

Export Initiatives

During the year 88% of the consolidated revenues were derived from exports. The Company has developed a substantial direct marketing network across the various countries in USA, Europe, Asia Pacific and Middle East. These offices are equipped with sales and marketing team, who market the services to the international clients in the respective countries.

During the year the Company participated in various conferences, seminars and summits across the world to enhance the company's business growth and awareness of the services being offered to various prospective clients.

Awards and Achievements

During the year, the company bagged several recognitions at the Indian and global levels. Few of the most significant honors amongst all are mentioned herein below:

The Company bagged the following prestigious Awards and recognitions:

1. The Company featured in the Leaders category in the '2012 Global Outsourcing 100 service providers' list

2. It was ranked among the Top 20 Best IT Employers, in DQ-CMR's Best Employers Survey 2011

3. The Company was conferred with the 'Excellence in Training' Awards at ASIA's Best Employer Brand Awards 2011

4. The Company was ranked among the Top 25 Fastest- Growing Process Management Providers, 2009- 2010 in Gartner's 'Market Share Analysis: Process Management 2011' report

5. Three projects from the company were selected by PCQuest to rank among the 'Best IT Implementations of 2011'

6. The Company's Chief People Officer, Rosita Rabindra was awarded the 'HR Leadership' Award at ASIA's Best Employer Brand Awards 2011

7. The Company was listed in the ET 500 published in December 2011

8. Pratibha K. Advani, Chief Financial Officer of the company received the 'Leading Woman Chief Financial Officer 2011,' award instituted by iiGroup, a global organisation that keeps executives up-to- date with industry trends

9. Pratibha K. Advani, Chief Financial Officer was included in the CFO100 2012 'Roll of Honour' list in the category 'Winning Edge in Corporate Governance/ Financial Control'

10. The Prestigious Stevie American Business Award, for Honoree Business Leader, was conferred on Lalit Kumar Dhingra, President, NIIT Technologies, USA

11. Rajesh C Mathur, Vice Chairman, NIIT GIS Ltd., was awarded the Lifetime Achievement Award at the India Geospatial Forum

12. The Company was recognized as a notable exception among the mid-tier vendors that grow their business instead of just making the existing business more efficient in leading industry research firm Forrester's 'Changing Services Landscapes requires New Sourcing Practices 2012' report.

Human Resource initiatives

The Human Resource initiatives of the Company in the year reached some more important milestones towards achieving individual career goals of staff members while continuing to be aligned with the organizational business strategy. The NIIT Tech Academy For Future Leaders (NAFL), rolled out its advanced level series , as a continuation, in the second year of its inception. Over 150 identified senior managers were trained to the next level by the academy again during the year.

Another important move during the year was the setting up of the Career Mobility Centre as an independent pillar in HR. The centre interfaces with NIITians through 'Progress' the Career Mobility Portal on iniitian. The aim of the centre is to bring in utmost transparency and guide NIITians to explore career opportunities within the company. New tools like personalized Role Band Scale, Mobility Map, Skill Progression Guides , Role Change Ready Reckoners and career counseling have enabled NIITians to own and drive their career progression themselves.

The Company also rolled out 'Prepare', the NIIT Tech New Mentoring Program and 'Outshine', the NIIT Tech New Coaching program and trained over 50 internal volunteer coaches/mentors during the year on coaching and mentoring methodologies. The program was initiated in November and 34 high potential NIITians were identified and aligned with these internal coach/ mentors for a six months mentoring program. While the mentoring program aims at developing the next line of leadership both in management and technical/domain specialization, the coaching program aims at driving and facilitating superior performance amongst NIITians.

The Company's new fast track program recognized 35 exceptional performers and identified and guided them to a fast track career program monitored and run closely by the career mobility centre.

'Learning Pill' was another initiative that exposed NIITians to quick dozes of learning with industry experts. Over six highly interactive sessions were held in our townhall and more than 800 NIITians attended these short and informative learning capsules across technical, domain and behavioural areas.

NIIT Tech's own SEED (School for Employee Education and Development) was set up at the Greater Noida Campus. The training rooms are equipped with state of art infrastructure and support high end technology training.

Recent past initiatives like CARE, The NIITians Assistance Program, Remote Training platforms and Individual Development Plans continued to add value at both individual and organizational level. Global Sales School conducted programmes for the entire sales force, to strengthen the sales culture within the company. Processes and policies enabled greater involvement of NIITians in the execution of organisational strategy. There was a steep increase in the average days of training per staff member and staff coverage in learning initiatives. Recruitment processes too were strengthened. We have partnered with NIIT University for providing a Work Integrated post graduation program for our BCA and BSC hires .Overall, employee efficiency increased on account of job rotations, better career planning and a healthy work environment.

Acknowledgement

The Directors take this opportunity to thank all investors, business partners, clients, technology partners, vendors, financial institutions/banks, regulatory and government authorities, media and Stock Exchanges, for their continued support during the year. The Directors place on record their appreciation of the contribution made by NIITians at all levels for their commendable teamwork, dedicated and wholehearted efforts, without which the Company's consistent growth would not have been possible.

For and on behalf of the Board

Sd/-

Rajendra S Pawar

Place : New Delhi Chairman

Dated : May 04, 2012 DIN: 00042516

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Mar 31, 2011

The Board of Directors of the Company take pleasure in presenting the report on its business and for the financial year ended March 31, 2011.

Financial Results

The highlights of the financial results for the financial year 2010-11 are as follows -

(Figures in Rs.mn except for EPS)

Particulars FY 2010-11 FY 2009-10

Consolidated Revenues 12,323 9,137

Standalone financials

Income from operations 7,293 4,936

Other Income 228 113

Total Income 7,521 5,049

Profit before deprecation and taxes 1,574 1,253

Depreciation 233 245

Provision for tax & (deferred tax) 108 57

Profit After Tax 1,233 951

Earning Per Share (Basic) (In Rs.) 20.91 16.19

Review of operations

IT spending witnessed an upsurge with global sourcing growth outpacing IT spending worldwide. While this robust demand backdrop continued throughout 2010, there is a cautious optimism for sustained growth for 2011, with clients focusing on growth. A sustained growth of the global economy, especially markets where the Company operates in, should result in stronger demand for IT services and solutions.

Outlook

Based on our performance in 2010-11, NIIT Technologies is expecting to achieve faster momentum and all-round expansion in the current year. QoQ revenue growth, a strong bottom-line and greater traction in the markets where we play, will help us achieve our goal of being the First Choice for customers.

The outlook for 2011-12 is positive, with your Company reaping the benefits of recent initiatives and strategic business shifts. Our foray into fresh geographies, new service lines and hitherto unexplored, yet high potential verticals such as Healthcare will create for us additional revenue streams.

NIIT Technologies and Hitachi (Asia) Thailand unveiled the next phase of their Cloud strategy. Availability of their cloud offerings, "Caliver," a portmanteau of the words "Cloud," "Alive," and "Responsive.". The services would enable customers to reduce capital expenditure and access dynamically scalable, virtualised resources.

Your Company has embarked on a journey that is transforming its business model from a linear, IT service- centric one to a non-linear one. This we expect will help drive growth through value-added service offerings for customers such as platform-based solutions and innovative Intellectual Property (IP).

During the period of evaluation, your Company also made significant progress on its campus infrastructure, which is coming up in Greater Noida.

Employee Stock Option Scheme (ESOP)

During the year 2010-11, 463,211 equity shares of the Company of Rs. 10/- each, fully paid up, were allotted under the Employee Stock Option Plan 2005 of the Company on exercise of stock options.

Under ESOP 2005, the Compensation/Remuneration committee, in their meeting held on July 19, 2010, October 18, 2010 & January 18, 2011 has granted stock option to selected employees of the company/subsidiary companies. Details of options granted under ESOP 2005 are annexed to this Report, as annexure B, in accordance with SEBI (Employee Stock Option Scheme and employee Stock Option Purchase Scheme) Guidelines, 1999, and any modifcations thereto.

Reserves

The Company has transferred an amount of Rs 123 Mn to General Reserve (Rs. 95 Mn last year).

Dividend

The Board has recommended a dividend of Rs.7.50 per equity share of Rs.10/- each (previous year Rs.7.00 per equity share) on the share capital, subject to approval of the shareholders at the ensuing Annual General Meeting.

Increase in Capital

During the year the Company issued 463,211 shares on the exercise of stock options under the Employee Stock Option Scheme of the Company (ESOP 2005). Due to this the outstanding issued, subscribed and paid up equity capital increased from Rs. 587,878,450 to Rs. 592,510,560 as at March 31, 2011.

Subsidiary Companies

As on March 31, 2011, the Company has subsidiaries in

the United States of America, Japan, United Kingdom, Netherlands, Belgium, Germany, Switzerland, Austria, India, Singapore, Thailand, Australia, Canada and Dubai.

During the year, a step down subsidiary has been formed in USA in the name of NIIT Healthcare Technologies Inc.

During the year, name of Room Solutions Limited a step down subsidiary of the Company in United Kingdom has been changed to NIIT Insurance Technologies Limited.

Name of Softech GmbH, a wholly owned subsidiary of the Company in Germany has been changed to NIIT Airline Technologies GmbH.

During the year, Adecco NIIT Technologies Pvt. Limited, (Adecco) a JV between the Company and Adecco Holding Europe B.V. was converted into a wholly owned subsidiary of the Company on account of acquisition of the remaining share capital of the JV Company. Thereafter, the name of Adecco was changed to NIIT Technologies Services Private Limited pursuant to terms of the JV Termination Agreement. Further, the status of the Adecco has also been changed from Private to Public, upon acquisition of shares held by Adecco Holding Europe B.V. (erstwhile Ajilon Holding Europe B.V).

As required under the Listing Agreement with the stock exchange(s) a consolidated financial statement of the Company and all its subsidiaries has been prepared and attached hereto.

The Ministry of Corporate Affairs vide its letter No. 47/139/2011-CL-III dated February 14, 2011 has advised the Company that it has granted a general exemption dated 08.02.2011 subject to fulfilment of conditions stipulated thereunder. Therefore the Company shall not be attaching the audited accounts of the subsidiaries to the annual accounts of your Company for the current year. The annual accounts of the subsidiary companies and related detailed information will be made available to any member of the Company or subsidiary company upon request and are also available for inspection by any member of the Company, during the business hours, at the registered office of the Company and that of the subsidiary company concerned. The annual accounts of the individual subsidiary companies shall also be made available on the website of the company.

Acquisition of Healthcare business

During the year the Company acquired an electronic health records and referral management platform to initiate a foray into the lucrative healthcare segment in the US. The platform called "Preferr" (Patient Referral System) enables seamless collaboration between all providers namely physicians, hospitals, diagnostic facilities, and laboratories.

Special Economic Zone

The Company has been granted approval for setting up a new SEZ Unit ("hereinafter referred to as SEZ Unit I") in its Special Economic Zone (SEZ) in Greater

Noida for providing Information Technology (IT)/ Information Technology Enabled Services (ITES).

SEZ scheme provides for certain fiscal incentives in the form of exemption from central and state government duties & levies (customs, stamp duty, sales tax, service tax etc.) to the units setup in a SEZ for the purpose of exporting various products and services.

The Company is in the process of setting up the SEZ Unit I. SEZ Unit I would be servicing new contracts from existing customers or new customers of the Company.

The unit is expected to become operational in quarter ending June 2011.

Further, the Company has also been granted approval to set up another SEZ unit ("hereinafter referred to as SEZ unit II") in Greater Noida to consolidate the existing business of the Company. This unit is expected to be operational in financial year 2011-12.

Corporate Social Responsibility Policy

During the year, the Company adopted a CSR Policy with an objective of promoting learning and knowledge, improving the quality of higher education and learning, social trusts, energy conservation & anti-pollution measures, community welfare and community development activities etc.

Postal Ballot

During the year, the Company did not pass any resolution though postal ballot process prescribed under Section 192A of the Companies Act, 1956 read with Companies (Postal Ballot) Rules, 2003.

Corporate Governance and Management Discussion and Analysis Statement

The Company is in compliance of all mandatory requirements regarding corporate governance as stipulated under Clause 49 of the listing agreement with the stock exchange(s). For the fiscal year ending 2011, the compliance report is provided in the Corporate Governance section of the Annual Report. A certificate issued by the statutory auditors of the Company on compliance of the conditions of Corporate Governance stipulated in clause 49 of the listing agreement with the stock exchange(s) forms part of the Corporate Governance Report.

The report on Corporate Governance and Management Discussion and Analysis statement is provided in this Annual Report.

Directors

As per the provisions of the Companies Act, 1956 and Articles 67, 68 and 69 of the Articles of Association of the Company, Mr. Vijay K Thadani and Mr. Amit Sharma, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms -

a) That in preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures;

b) That they have selected the accounting policies described in the notes to accounts, which have been consistently applied, except where otherwise stated and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit or loss of the Company for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) That the Annual Accounts have been prepared on the historical cost convention, as a going concern basis and on accrual basis.

Information relating to Conservation of Energy, Technology Absorption, Research and Development and Exports and Foreign Exchange Earnings and Outgo and other information forming part of the Directors Report in terms of Section 217(1)(e) of the Companies Act, 1956, and Rules made there- under

- Conservation of energy

The operations of the Company involve low energy consumption. However, adequate measures, wherever possible, have been taken to conserve energy. The Company is continuously evaluating new technologies and invests in them to make its infrastructure more energy efficient.

- Technology absorption

In todays world, perpetually evolving technologies and increasing competition define the global market space. In order to maintain its position of leadership, the Company has continuously and successfully developed innovative methods for absorbing, adapting and effectively deploying new technologies.

- Research & Development

During the year, the Company continued its research in software engineering. These efforts have resulted in innovative products in software engineering to support both maintenance and development projects. Expenditure on research and development is not significant in relation to the nature and size of operations of the Company.

- Export and Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo are mentioned in Note Nos. 10 and 12 contained in the Notes to Accounts (Schedule No. 18 ) forming part of the Balance Sheet as at March 31, 2011 and Profit and Loss Account for the year ended on that date.

Public Deposits

The Company has not accepted any fixed deposits during the year hence no amount of principal or interest was outstanding on the date of the Balance Sheet.

Particular of Employees

The statement of employees pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is annexed as annexure A hereto and forms part of this report.

Auditors

M/s. Price Waterhouse, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors Report

The Report of the Auditors on the Annual Accounts of your Company forms part of the Annual Report and is self explanatory.

Export Initiatives

During the year 76% of the revenues were derived from exports. The Company has developed a substantial direct marketing network across the various countries in America, Europe, Asia Pacific and Middle East. These offices are equipped with sales and marketing team, who market the services to the international clients in the respective countries.

During the year the Company participated in various conferences, seminar and summits across the world to enhance the companys business growth and awareness of the services being offered to various prospective clients.

Awards and Achievements

During the year, the company bagged several recognitions at the Indian and global levels. Few of the most significant honours amongst all are mentioned herein below:

- NIIT Technologies Ranked No.1 globally among IT Outsourcers in Datamonitors Black Book of Outsourcing 2010s Travel Industry survey.

- Ranked No. 3 globally among all IT outsourcers in Datamonitors Black Book of Outsourcing 2010 survey.

- NIIT Technologies was ranked among top 3 globally by the American Society for Training and Development (ASTD) in the 2010 ASTD ‘BEST Awards.

- Ranked among the Top 10 Emerging ADM Vendors, in a Global Services Survey 2010.

- OVUM, an independent, UK-based analyst firm recognised NIIT Technologies as a global organisation of adequate size and maturity, that could deal with the requirements of large organisations with its unique Managed Infrastructure Services.

- Mr. Rajendra S. Pawar, Chairman and Mr. Surendra Singh, Director of the Company were conferred with the Padma Bhushan.

- Ms. Pratibha K. Advani, Chief Financial Officer, secured the "Leading Woman Chief Financial Offcer" 2010 award, instituted by iGroup.

Human Resource initiatives

The Human Resource initiatives of the Company in the year continued to be aligned with the overall business strategy and individual career aspirations of staff members. The setting up of The NIIT Tech Academy For Future Leaders (NAFL), marked a significant milestone for our HR, boosting our efforts to build a robust leadership pipeline. The Academy will help us identify high potential leaders and groom them for leadership roles. Over 120 senior managers were trained and certified by NAFL during the year.

Your Company also focused on reskilling NIITians, setting them on the path of continuously learning with the introduction of Remote Training programmes. Our GoToTraining Centre enabled NIITians to get close to a class room experience, while training from their desktops across geographies.

"CARE," the NIITians Assistance Programme, was yet another offering, which improved the overall wellbeing of staff members, leading to better employee productivity. During the year, your Company implemented Individual

Development Plans that resulted in better organisational capability indices. The Companys Global Sales School conducted programmes for the entire sales force, to build a sales culture within the Company. Processes and policies enabled greater involvement of NIITians in the execution of organisational strategy. There was a steep increase in the average days of training per staff member and staff coverage in learning initiatives. Recruitment processes too were strengthened. Overall, employee efficiency increased on account of job rotations, better career planning and a healthy work environment. Your Companys ranking among ASTDs Top 3 global companies in 2010, was recognition of the strides it had made and the success it had achieved in the area of employee learning and development.

Acknowledgement

The Directors take this opportunity to thank all investors, business partners, clients, technology partners, vendors, financial institutions/banks, regulatory and government authorities, media and Stock Exchanges, for their continued support during the year. Your Directors place on record their appreciation of the contribution made by NIITians at all levels for their commendable teamwork, dedicated and wholehearted efforts, without which your Companys consistent growth would not have been possible.

For and on behalf of the Board Sd/- Rajendra S Pawar Chairman DIN: 00042516

Place : New Delhi Dated : May 06, 2011

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Mar 31, 2010

The Board of Directors of the Company take pleasure in presenting the report on its business and for the financial year ended March 31, 2010.

Financial Results

The highlights of the operating financial results for the financial year 2009-10 are as follows -

(Figures in Rs.mn except for EPS)

Particulars FY 2009-10 FY 2008-09

Consolidated Revenues 9,137 9,799 Standalone financials

Income from operations 4,936 5,021

Other Income 113 396

Total Income 5,049 5,417

Profit before deprecation and taxes 1,253 1.277

Depreciation 246 296

Provision for tax & deferred tax 57 97

Profit After Tax 951 885

Earning Per Share (Basic) (In Rs.) 16.19 15.07

Review of operations

The year gone by witnessed extreme turbulence and volatility. While robust fundamentals ensured that the recessionary impact on India was relatively moderate, nonetheless in an increasingly globalised environment, India also could not escape declining GDP growths, rising unemployment and weakened consumer demand. The government induced monetary and fiscal measures across global economies propelled the recovery and now the continued sequential growth in revenues and margins reflect that the worst of the impact on the economic environment is behind us.

Inspite of the recessionary forces and downturns, the Company was able to post good results. The total consolidated revenues were down by Rs. 662 mn from Rs 9,799 mn in the previous year to Rs. 9137 mn for the year 2009-10. The profit before taxes for the same period grew to Rs. 1421 mn from Rs.1389 mn in the previous year. The consolidated net profit after taxes for the year 2009-10 attributable to equity shareholders after minority interest stood at Rs,1264 mn as compared to Rs. 1148 mn in the previous year. During the year, the Companys focus on the chosen industry verticals & endeavor to improve performance in businesses across all geographies, helped achieve visible growth rates in revenue & continued profitability. The revenue profile of the Company is well diversified across the three main geographic areas with EMEA contributing 43% to revenues, 34% from Americas and the balance from Asia and Australia which has helped the Company mitigate the single geography risk. The company has identified cloud computing as a thrust area for the coming time.

Outlook

Continuous innovation in newer service offerings like Cloud Computing, strong domain capabilities and inorganic initiatives to expand its market access will be key to the growth in the future years. In the last couple of years, the Company has embarked on a number of initiatives to turn its business model from a linear, IT services-centric one to a non-linear one. The Company believes these initiatives catalyze its momentum and improve its profitability in the future. The Company continues to scale its infrastructure to support its long- term growth strategy, which includes the setting up of an SEZ in Greater Noida.

Employee Stock Option Scheme (ESOP)

During the year 2009-10, 61,150 equity shares of the Company of Rs. 10/-each, fully paid up, were allotted under the Employee Stock Option Plan 2005 of the Company upon exercise of stock options.

Under ESOP 2005, the Compensation Committee, in their meeting held on 19th October, 2009 has granted stock option to select employees/directors of the company/ subsidiary companies. Details of options granted under ESOP 2005 are annexed to this Report, as annexure B, in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Option Purchase Scheme) Guidelines, 1999, and modifications thereto.

Reserves

The Company has transferred an amount of Rs 95 Mn to General Reserve (Rs. 88 Mn last year).

Dividend

The Board has recommended a dividend of Rs.7 per equity share of Rs.10/- each (previous year Rs.6.50 per equity share) on the share capital, subject to approval of the shareholders at the ensuing Annual General Meeting.

Increase in Capital

During the year the Company issued 61,150 shares on the exercise of stock options under the Employee Stock Option Scheme of the Company (ESOP 2005). Due to this the outstanding issued, subscribed and paid up equity capital increased from Rs. 587,266,950 to Rs. 587,878,450 as at March 31, 2010.

Subsidiary Companies

As on March 31, 2010, the Company has subsidiaries in the United States of America, Japan, United Kingdom, Netherlands, Belgium, Germany, Switzerland, Austria, India, Singapore, Thailand, Australia, Canada and Dubai.

As required under the Listing Agreement with the stock exchange(s) a consolidated financial statement of the Company and all its subsidiaries has been prepared and attached hereto.

The Company has been granted exemption by the Ministry of Corporate Affairs vide its letter No. 47/183/2010-CL-IIt dated April 06, 2010 from attaching the audited accounts of the subsidiaries to the annual accounts of your Company for the current year. The annual accounts of the subsidiary companies and related detailed information will be made available to any member of the Company or subsidiary company upon request and are also available for inspection by any member of the Company, during the business hours, at the registered office of the Company and that of the subsidiary company concerned. The annual accounts of the individual subsidiary companies shall also be made available on the website of the company.

The process of winding up of NUT SmartServe Limited, U.K, a step down subsidiary, was completed during the financial year and accordingly the name of the Company was stuck off by the Register of Companies, Companies House, U.K on 28th July, 2009, and accordingly stands dissolved effective from this date.

The Company has signed an agreement replacing the Joint Venture Agreement with Adecco Group which provides for, amongst others, the transfer of the entire shareholding held by one of the Joint Venture Partner namely Adecco Holding Europe BV in the Joint Venture Company "Adecco NUT Technologies Private Limited" to the Company upon completion of certain formalities, after which the Company would become the holding company.

During the year under review the Company entered into an exclusive partnership with Hitachi Information Systems Limited to offer services in Cloud Computing.

During the year, the Company has entered into a strategic partnership with Singapore Airport Terminal Services (SATS) to globally market and implement the state of art COSYS intelligent Solutions "COSYS Intelligent Solutions (CIS)" to help air cargo ground handling agents improve their cargo handling capabilities.

The Company follows global standards of development, including ISO 9001:2000 certification, assessment at Level 5 of SEI-CMMi frameworks and BS 7799 information security management certification.

Postal Ballot

During the year, the Company did not pass any resolution though postal ballot process prescribed under Section 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2003.

Corporate Governance and Management Discussion and Analysis Statement

The Company is in compliance of all mandatory requirements regarding corporate governance as stipulated under Clause 49 of the listing agreement with the stock exchange(s). For the fiscal year ending 2010, the compliance report is provided in the Corporate Governance section of the Annual Report. A certificate issued by the statutory auditors of the Company on confirming compliance of the conditions of corporate governance stipulated in clause 49 of the listing agreement with the stock exchange(s) forms part of the Corporate Governance Report.

The report on Corporate Governance and Management Discussion and Analysis statement is provided in this Annual Report.

Directors

As per the provisions of the Companies Act, 1956 and Articles 67, 68 and 69 of the Articles of Association of the Company, Mr. Subroto Bhattacharya and Mr. Surendra Singh, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Mr. Rajendra S Pawar has been re-appointed as Chairman & Managing Director and Mr. Arvind Thakur has been re-appointed as CEO and Jt. Managing Directors by the Board in its meeting held on May 5, 2010, for a period of five years w.e.f. June 01, 2010. The appointment of Mr. Rajendra S Pawar and Mr. Arvind Thakur requires the approval of members at the ensuing Annual General Meeting.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms -

a) That in preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures;

b) That they have selected the accounting policies described in the notes to accounts, which have been consistently applied, except where otherwise stated 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 as at March 31, 2010 and of the profit or loss of the Company for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) That the Annual Accounts have been prepared on the historical cost convention, as a going concern basis and on accrual basis.

Information relating to Conservation of Energy, Technology Absorption, Research and Development and Exports and Foreign Exchange Earnings and Outgo and other information forming part of the Directors Report in terms of Section 217(1)
- Conservation of energy

The operations of the Company involve low energy consumption. However, adequate measures, wherever possible, have been taken to conserve energy. The Company is continuously evaluating new technologies and invests in them to make its infrastructure more energy efficient.

- Technology absorption

In todays world, perpetually evolving technologies and increasing competition define the global market space. In order to maintain its position of leadership, the Company has continuously and successfully developed innovative methods for absorbing, adapting and effectively deploying new technologies.

- Research & Development

During the year, the Company continued its research in software engineering. These efforts have resulted in innovative products in software engineering to support both maintenance and development projects. Expenditure on research and development is not significant in relation to the nature and size of operations of the Company.

- Export and Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo are mentioned in Note Nos. 10 and 12 contained in the Notes to Accounts (Schedule No. 18 ) forming part of the Balance Sheet as at March 31, 2010 and Profit and Loss Account for the year ended on that date.

Public Deposits

The Company has not accepted any fixed deposits during the year hence no amount of principal or interest was outstanding on the date of the Balance Sheet.

Particular of Employees

The statement of employees pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is annexed as annexure A hereto and forms part of this report.

Auditors

M/s. Price Waterhouse, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors Report

The Report of the Auditors on the Annual Accounts of your Company forms part of the Annual Report and is self explanatory.

Export Initiatives

During the year 90% of the revenues were derived from exports. The Company has developed a substantial direct marketing network across the various countries in America, Europe and Asia Pacific. These offices are equipped with sales and marketing team, who market is the services to the international clients in the respective countries.

During the year the Company participated in various conferences, seminar and summits across the world to enhance the companys business growth and awareness of the services being offered to various prospective clients.

Awards and Achievements

During the year, the Company bagged several recognitions at the Indian and global levels. Few of the significant honors amongst all are mentioned hereinbelow:

- Ranked amongst top 7 service providers in Gartners Industry research report ,n 2010 "Seven Vendors Dominate the European Market for General Insurance Policy Administration Systems"

- NUT GIS received the Best Software Company of the Year award 2009-2010 at the Map India 2010 Conference

- Received the Award for "Innovation in Career Development," from the Global HR Excellence Awards at the Global HRD Congress 2010

- Amongst the top 50 IT Innovators for the year 2009 by NASSCOM

- Ranked Number 1 in the Datamonitor Black Book of Outsourcing 2009 Travel Industry survey for the second consecutive year

- Ranked amongst the Best 5 Companies in Air Transportation by The International Association of Outsourcing Professionals (IAOP) in its The Global Outsourcing 100 listing for the year 2009

- Ranked among the Best 20 Industry leaders in Financial Services (Insurance and Banking) by The International Association of Outsourcing Professionals (IAOP) in its The Global Outsourcing 100 listing for the year 2009

- Ranked amongst the Top 20 Best Managed Outsourcing Vendors by the 2009 Black Book of Outsourcing

- Ranked amongst Indias 500 Best Performing Companies by demonstrating exceptional innovation and perseverance by Inc. India for the year 2009

Human Resource Initiatives

The Human Resource initiatives of the Company in the year under review were aligned to the overall business strategy of the organisation as well as the career aspirations of staff members. Learning and development of the workforce was a priority during the year and focused around leadership development achieving better productivity and building a sales-driven organisation. Processes and policies enabled greater involvement of staff members in the execution of the organisational strategy. There was a steep increase in the average days of training per staff member and the overall staff coverage in learning initiatives. Recruitment processes were further strengthened. Processes and policies enabled job rotations, career growth and helped maintain a healthy work environment. ESOP program in the year covered staff members in Middle manager level and above to keep the focus of organisation tide over global crisis and take the next level of managers to participate in brave and bold initiatives taken by the organisation in cost management and other people related initiatives.

Acknowledgement

The Directors take this opportunity to thank all investors, business partners, clients, technology partners, vendors, financial institutions/banks, regulatory and government authorities, media and Stock Exchanges, for their continued support during the year. Your Directors place on record their appreciation of the contribution made by NIITians at all levels for their commendable teamwork dedicated and wholehearted efforts, without which your Companys consistent growth would not have been possible

For and on behalf of the Board

Place : New Delhi Rajendra S Pawar

Dated : May 05, 2010 Chairman

(DIN 00042516)