Notes to Accounts of Coforge Ltd.

Mar 31, 2025

(n) Provisions and contingent liabilities

Provisions for legal claims and service warranties are
recognized when the Company has a present legal
or constructive obligation as a result of past events,
it is probable that an outflow of resources will be

required to settle the obligation and the amount can
be reliably estimated. Provisions are not recognized
for future operating losses. The expense relating to
a provision is presented in the statement of profit
and loss net of any reimbursement (recognised
only if realisation is virtually certain). If the effect
of the time value of money is material, provisions
are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the
liability. When discounting is used, the increase in the
provision due to the passage of time is recognised
as a finance cost.

Provision for onerous contracts are recognized when
the expected benefits to be derived by the Company
from a contract are lower than the unavoidable
cost of meeting the future obligations under the
contract. The provision is measured at present value
of the lower of the expected cost of termination the
contract and the expected net cost of continuing
with the contract. Before a provision is established,
the Company recognizes any impairment loss on the
assets associated with the contract to the statement
of profit and loss.

Contingent liability is a possible obligation
arising from past events and whose existence
will be confirmed only by the occurrence or non¬
occurrence of one or more uncertain future events
not wholly within the control of the entity or a
present obligation that arises from past events
but is not recognized because it is not probable
that an outflow of resources embodying economic
benefits will be required to settle the obligation or
the amount of the obligation cannot be measured
with sufficient reliability. Contingent liabilities are
not recognised; however, their existence is disclosed
in the Standalone Financial Statements.

(o) Employee benefit obligations

(i) Short-term obligations

Liabilities for wages and salaries, including
non-monetary benefits that are expected
to be settled wholly within 12 months after
the end of the period in which the employees
render the related service are recognized in
respect of employees'' services up to the end of
the reporting period and are measured at the
amounts expected to be paid when the liabilities
are settled. The liabilities are presented as
current employee benefit obligations in the
balance sheet.

(ii) Other long-term employee benefit
obligations

The liabilities for earned leave and sick leave
are not expected to be settled wholly within
12 months after the end of the period in
which the employees render the related
service. They are therefore measured as the
present value of expected future payments
to be made in respect of services provided by
employees up to the end of the reporting period
using the projected unit credit method. The
benefits are discounted using the appropriate
market yields on government bonds at the
end of the reporting period that have terms
approximating to the terms of the related
obligation. Remeasurements comprising of as
a result of experience adjustments and changes
in actuarial assumptions are recognised
immediately in the statement of profit and loss
in the period in which they occur.

(iii) Post - employment obligations

Defined benefit plans:

Provident Fund

Employees Provident Fund contributions are
made to a Trust administered by the Company.
The Company''s liability is actuarially determined
(using the Projected Unit Credit method) at the
end of the year. The contributions made to
the trust are recognised as plan assets. The
defined benefit obligation recognised in the
balance sheet represents the present value of
the defined benefit obligation as reduced by the
fair value of plan assets. If the interest earnings
and cumulative surplus of Trust are less than
the present value of the defined benefit
obligation the interest shortfall is provided for
as additional liability of employer and charged
to the statement of profit and loss.

Gratuity

Gratuity is a post employment defined benefit
plan. The liability recognized in the Balance
Sheet in respect of gratuity is the present value
of the defined benefit obligation at the Balance
Sheet date less fair value of plan assets. The
Company''s liability is actuarially determined
(using the projected unit credit method) at the
end of each year. Remeasurement gains and
losses arising from experience adjustments and
changes in actuarial assumptions are recognised
in the period in which they occur, directly in other
comprehensive income. They are included in

retained earnings in the statement of changes
in equity and in the balance sheet.

Past service costs are recognised in profit or
loss on the earlier of:

• The date of the plan amendment or
curtailment, and

• The date that the Company recognises
related restructuring costs.

Net interest is calculated by applying the
discount rate to the net defined benefit
liability or asset. The Company recognises the
following changes in the net defined benefit
obligation as an expense in the standalone
statement of profit and loss:

• Service costs comprising current service
costs, past-service costs, gains and
losses on curtailments and non-routine
settlements; and

• Net interest expense or income.

Defined contribution plan:

Superannuation

The Company makes defined contribution to a
Trust established for this purpose. The Company
has no further obligation beyond its monthly
contributions. The Company''s contribution
towards Superannuation Fund is charged to
Statement of Profit and Loss on accrual basis.

Overseas Employees

In respect of employees of the overseas
branches where ever applicable , the Company
makes defined contributions on a monthly basis
towards the retirement saving plan which are
charged to the Standalone Statement of Profit
and Loss on accrual basis.

(iv) Share-based payments

Share-based compensation benefits are
provided to employees via the Coforge
Employee Stock Option Plan 2005 (formerly NIIT
Technologies Employee Stock Option Plan 2005).

Equity settled employee stock options

The fair value of options granted under Employee
Stock Option Plan is recognized as an employee
benefits expense with a corresponding increase
in equity. The total amount to be expensed is
determined by reference to the fair value of the
options granted:

- including any market performance conditions

- excluding the impact of any service and non¬
market performance vesting conditions
(e.g. profitability, sales growth targets and
remaining an employee of the entity over a
specified time period), and

- including the impact of any non-vesting
conditions (e.g. the requirement for
employees to save or holdings shares for a
specific period of time)

The total expense is recognized over the vesting
period, which is the period over which all of the
specified vesting conditions are to be satisfied.
At the end of each period, the entity revises
its estimates of the number of options that
are expected to vest based on the non-market
vesting and service conditions. It recognizes the
impact of the revision to original estimates, if
any, in profit or loss, with a corresponding
adjustment to equity.

(p) Dividends

Dividend to shareholders is recognised as a
liability and deducted from equity, in the year /
period in which the dividends are approved by
the shareholders.

(q) Earnings per share
Basic earnings per share

Basic earnings per share is calculated by dividing:

- The profit attributable to owners of the Company

- By weighted average number of equity shares
outstanding during the financial year, adjusted for
bonus elements in equity shares issued during the
year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in
the determination of basic earnings per share to take
into account.

- The after income tax effect of interest and other
financing costs associated with dilutive potential
equity shares and

- The weighted average number of additional
equity shares that would have been outstanding
assuming the conversion of all dilutive potential
equity shares.

(r) Business combinations

Business combinations are accounted for using
the acquisition method other than business
combinations of entities under common control. The
cost of an acquisition is measured as the aggregate
of the consideration transferred measured at
acquisition date fair value and the amount of any
non-controlling interests in the acquiree. For each
business combination, the Company elects whether
to measure the non-controlling interests in the
acquiree at fair value or at the proportionate share
of the acquiree''s identifiable net assets. Acquisition
related costs are expensed as incurred.

At the acquisition date, the identifiable assets
acquired and the liabilities assumed are recognized
at their acquisition date fair values. For this purpose,
the liabilities assumed include contingent liabilities
representing present obligation and they are
measured at their acquisition fair values irrespective
of the fact that outflow of resources embodying
economic benefits is not probable.

Goodwill is initially measured at cost, being the excess
of the aggregate of the consideration transferred
and the amount recognized for non-controlling
interests, and any previous interest held, over the net
identifiable assets acquired and liabilities assumed.

After initial recognition, goodwill is measured at cost
less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired
in a business combination is, from the acquisition
date, allocated to each of the Company''s cash¬
generating units that are expected to benefit from
the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to
those units.

Liability for non-controlling interests

Liability for put option issued to non-controlling
interests which do not grant present access to
ownership interest to the Company is recognised
at present value of the redemption amount and is
reclassified from equity. At the end of each reporting
period, the non-controlling interests subject to put
option is derecognised and the difference between
the amount derecognised and present value of the
redemption amount, which is recorded as a financial
liability, is accounted for as an equity transaction.

(s) Fair value measurements

The Company measures financial instruments, such
as investment in mutual funds and derivatives, at

fair value at each balance sheet date. The Company
also measures assets and liabilities acquired in
business combination at fair value. Fair value is
the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction
between market participants at the measurement
date. The fair value measurement is based on the
presumption that the transaction to sell the asset
or transfer the liability takes place either¬
- in the principal market for the asset or liability, or

- in the absence of a principal market, in the most
advantageous market for the asset or liability

All assets and liabilities for which fair value is
measured or disclosed in the Standalone Financial
Statements are categorised within the fair value
hierarchy, described as follows, based on the lowest
level input that is significant to the fair value
measurement as a whole:

Level 1 — Quoted (unadjusted) prices in active
markets for identical assets or liabilities

Level 2 — Valuation techniques for which the
lowest level input that is significant to the fair value
measurement is directly or indirectly observable

Level 3 — Valuation techniques for which the
lowest level input that is significant to the fair value
measurement is unobservable

At each reporting date, management analyses
the movements in the values of assets and
liabilities which are required to be remeasured
or re-assessed as per the Company''s accounting
policies. For this analysis, management regularly
reviews significant unobservable inputs applied
in the valuation by agreeing the information in
the valuation computation to contracts and other
relevant documents.

(t) Current versus non-current classification

The Company presents assets and liabilities
in the balance sheet based on current/ non¬
current classification.

An asset is treated as current when it is:

- Expected to be realised or intended to be sold or
consumed in normal operating cycle

- Held primarily for the purpose of trading

- Expected to be realised within twelve months
after the reporting period, or

- Cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for
at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:

- It is expected to be settled in normal operating
cycle

- It is held primarily for the purpose of trading

- It is due to be settled within twelve months after
the reporting period, or

- There is no unconditional right to defer the
settlement of the liability for at least twelve
months after the reporting period

The Company classifies all other liabilities as non¬
current.

Deferred tax assets and liabilities are classified as
non-current assets and liabilities.

The operating cycle is the time between the acquisition
of assets for processing and their realisation in cash
and cash equivalents. The Company has identified
twelve months as its operating cycle.

(u) Rounding of amounts

All amounts disclosed in the Standalone Financial
Statements and notes have been rounded off to the
nearest millions, unless otherwise stated.

* Recent Accounting Pronouncements

New and amended standards adopted by the
Company

The Ministry of Corporate Affairs has notified Companies
(Indian Accounting Standards) Amendment Rules, 2024
dated August 12, 2024 to amend the following Ind AS
which are effective for annual periods beginning on or
after April 1, 2024. The Company applied for the first-time
these amendments.

(i) Ind AS 117 Insurance Contracts

The Ministry of corporate Affairs (MCA) notified the
Ind AS 117, Insurance Contracts, vide notification
dated August 12, 2024, under the Companies (Indian

Accounting Standards) Amendment Rules, 2024,
which is effective from annual reporting periods
beginning on or after April 1, 2024.

Ind AS 117 Insurance Contracts is a comprehensive
new accounting standard for insurance contracts
covering recognition and measurement,
presentation and disclosure. Ind AS 117 replaces
Ind AS 104 Insurance Contracts. Ind AS 117 applies
to all types of insurance contracts, regardless of
the type of entities that issue them as well as to
certain guarantees and financial instruments with
discretionary participation features; a few scope
exceptions will apply. Ind AS 117 is based on a general
model, supplemented by:

• A specific adaptation for contracts with direct
participation features (the variable fee approach)

• A simplified approach (the premium allocation
approach) mainly for short-duration contracts

The application of Ind AS 117 had no impact on the
Company''s Standalone Financial Statements as the
Company has not entered any contracts in the nature
of insurance contracts covered under Ind AS 117.

(ii) Amendment to Ind AS 116 Leases - Lease
Liabilities in a Sale and Leaseback

The MCA notified the Companies (Indian Accounting
Standards) Second Amendment Rules, 2024, which
amend Ind AS 116, Leases, with respect to Lease
Liabilities in a Sale and Leaseback.

The amendment specifies the requirements that a
seller-lessee uses in measuring the lease liabilities
arising in a sale and leaseback transaction, to ensure
the seller-lessee does not recognise any amount
of the gain or loss that relates to the right of use
it retains.

The amendment is effective for annual reporting
periods beginning on or after April 1, 2024. The
amendment does not have a material impact on the
Company''s Standalone Financial Statements.

Standards notified but not yet effective

There are no standards that are notified and not yet
effective as on the date.

Terms and rights attached to equity shares

The Company has one class of equity shares having a par value of INR 10 per share. Every holder of equity shares present
at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend
proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except
in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of
the Company after distribution of all preferential amounts, in proportion to their shareholding.

During the year, the Company has issued 4,869,565 equity shares of INR 10 each in Qualified Institutions Placement (''QIP'')
at an issue price of INR 4,600 per share (including securities premium of INR 4,590 per share) aggregating to INR 22,400
Mn. INR 49 Mn has been adjusted towards Equity Share capital and INR 22,351 Mn has been adjusted towards securities
premium (comprises 4,869,565 Equity Shares issued at INR 4,590 per Equity Share) included in ''Securities Premium''. The
Holding Company had incurred expenses amounting to INR 386 Mn. towards issuance of equity shares which have been debited
to securities premium. The purpose of the offer was acquisition of equity shares in Cigniti Technologies Limited ("Cigniti"),
including all associated costs. As at March 31, 2025, the Company has fully utilised the above amount (refer note 5(iv)).

The Board of Directors of the Company, at its meeting held on March 04, 2025, approved a proposal for sub-division / split
of every 1 (One) Equity Share of INR 10 (INR Ten only) each into 5 (Five) Equity Shares of INR 2 (INR Two Only) each and
the consequent amendment to the Memorandum of Association of the Company subject to the approval of Members of
the Company. Further, the Members of the Company has approved the same through postal ballot on April 17, 2025.
Further, the Board of Directors at its meeting held on May 05, 2025, approved the Record Date for Split/Sub-division of Equity
Shares as June 04, 2025.

Shares reserved for issue under options

Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the
financial year and options outstanding at the end of the reporting period, is set out in note 31.

Nature and purpose of other reserves
Cash flow hedging reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly
probable forecasted transactions, i.e., revenue, as described within Note 23. For hedging foreign currency risk, the company
uses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges are
effective; the change in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount
recognized in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss,
under Revenue from operations.

Capital redemption reserve

In accordance with section 69 of the Indian Companies Act, 2013, the Company creates capital redemption reserve equal to
the nominal value of the shares bought back as an appropriation from general reserve /retained earnings.

Capital Reserve

Capital Reserve is not freely available for distribution.

Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the
provisions of the Companies Act 2013.

Employee stock option

The share options outstanding is used to recognize the grant date fair value of options issued to employees under Coforge
Employee Stock Option Plan 2005.

General reserve

The General Reserve is as per the requirements of Companies Act, 2013 in respect of companies incorporated in India.

Retained earnings

Retained earnings represent the amount of accumulated earnings of the Company.

a) Term loans from bank - are secured by way of hypothication of the vehicles financed. The loan amounts along with
interest are repayable over the period of 39 to 60 months (equal monthly instalments) from the date of sanction of
loan. The interest rate on above loans are within the range of 8.60% to 9.05%. per annum.

(b) The carrying amount of assets pledged as security for current and non-current borrowings are disclosed in note 3.

(c) During the year, the Company repaid unsecured listed, rated, redeemable, non-convertible bonds amounting to INR 3,400
Mn as per terms of the Bond trust deed.

(d) Loan repayable on demand from bank includes working capital in the form of working capital demand loan payable on
demand. Interest on Working Capital lines is in the range of 5.29 % to 7.88%. Security: charge by way of hypothecation
on the Company''s trade receivables and such other movables including bills whether documentary or clean, outstanding
monies, receivable both present and future, in a form and manner satisfactory to the bank.

(iii) Defined benefit liability and employer contributions

The Company monitors the funding levels on an annual basis and the current agreed contribution rate is 12% of the basic
salaries in India.

(iv) Defined contribution plans

The Company makes contribution towards Superannuation Fund, Pension Fund, Employee State Insurance Fund and Overseas
Plans (related to the branches in the United States of America, Ireland, Belgium and Switzerland), being defined contribution
plans for eligible employees. The Company has charged the following amount in the Statement of Profit and Loss:

Note : The Company deals in number of software and hardware items whose selling price vary from item to item. In view of
voluminous data information relating to major items of sales have not been disclosed in the Standalone Financial Statements.

Note: For the long term contract with customer having significant variable consideration, the Company recognises
revenue basis its best estimate of margin over cost and estimated variable consideration using expected value method.
At the end of each reporting period, the Company shall update the estimated transaction price including updating its
assessment of whether an estimate of variable consideration is constrained.

Payment terms

Majority of the Company''s revenue involve payment terms less than one year from the date of satisfaction of performance
obligation. However, in case of contracts for grant of right of use for license and long term contracts, payments are due over
license/contract period. In these cases, the Company has identified that the contract contains significant financing component.

d. Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be
recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these
amounts in revenue. Applying the practical expedient as given in IndAS115, the Company has not disclosed the remaining
performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the
value to the customer of the entity''s performance completed to date, typically those contracts where invoicing is on
time and material basis, fixed monthly / fixed capacity basis and transaction basis. Remaining performance obligation
estimates are subject to change and are affected by several factors, including terminations, changes in the scope of
contracts, periodic revalidations, and adjustment for revenue that has not materialized and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31, 2025, other
than those meeting the exclusion criteria mentioned above, is INR 118,106 Mn (Previous Year INR 1,728 Mn). Out of this,
the Company expects to recognize revenue of INR 11,365 Mn (Previous Year INR 1,670 Mn) within the next one year.
This includes contracts that can be terminated for convenience without a substantive penalty since, based on current
assessment, the occurrance of the same is expected to be remote.

The carrying amounts of current portion of trade receivables, trade payables, capital creditors, security deposits, unpaid
dividend account, deposits with bank, cash and cash equivalents, short term borrowings, trade and other payables, capital
creditors, unclaimed dividend are considered to be the same as their fair values, due to their short term nature.

Investments in equity instruments (quoted & unquoted) are carried at cost.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The fair values for security deposits were calculated based on cash flows discounted using a current lending rate.

(i) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments
that are:

(a) recognized and measured at fair value, and

(b) measured at amortized cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its
financial instruments into the three levels prescribed under the accounting standard.

All other assets and liabilities are measured at amortised cost

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity
instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including
bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual
funds are valued using the closing net asset value.

Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange
forward contracts) is determined using valuation techniques which maximize the use of observable market data and
rely as little as possible on Company-specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level
3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

The Company''s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting
period. There has been no transfer during the period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices for similar instruments.

- Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets
or inputs that are directly or indirectly observable in the marketplace.

- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

Hedging activities and derivatives

The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities
(when revenue or expense is denominated in a foreign currency) and the Company''s net investments in foreign subsidiaries.

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum
12-month period for hedges of forecasted sales.

*The resultant impact on the cash flow hedge reserve for the year ended March 31, 2025 and March 31, 2024; on account of changes
in the fair value has been reconciled in Note No. 11(vii).

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective
effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging
instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains
unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by
adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns
with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit
or loss at the time of the hedge relationship rebalancing.

24 Financial risk management

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables.
All the finances are made out of internal accruals. The Company''s principal financial assets include loans, trade and other
receivables, and cash and short-term deposits that derive directly from its operations. The Company also enters into
derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the
management of these risks. The Company''s senior management is supported by a financial risk committee that advises on
financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides
assurance to the Company''s senior management that the Company''s financial risk activities are governed by appropriate
policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s
policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that
have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative
purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are
summarised below:

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity
price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, fair value
through profit and loss and derivative financial instruments.

- Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates.

The Company has paid non-convertible bonds during the current year and accordingly there is no significant concentration
of interest rate risk (Refer note 18).

The Company is exposed to interest rate risk on short-term and long-term floating rate debt. The borrowings of the
Company are principally denominated in Indian Rupees and US dollars in floating rates of interest.

(b) Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from
its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other
financial instruments.

Trade Receivables

The customers of the Company are primarily corporations based in the United States of America and Europe and accordingly,
trade receivables are concentrated in the respective countries. The Company periodically assesses the financial reliability of
customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing
of accounts receivables. The Company has used the expected credit loss model to assess the impairment loss or gain on trade
receivables and unbilled revenue, and has provided it wherever appropriate.

25 Capital Management
a) Risk management

For the Company''s capital management, capital includes issued equity share capital, securities premium and all other equity
reserves attributable to the shareholders. The primary objectives of the Company''s capital management are to maximise the
shareholder value and safeguard their ability to continue as a going concern. The Company has repaid Non Convertible Bonds
(NCB) during the current year. The Company has complied with the financial covenants attached with above stated borrowings
throughout the reporting period. The funding requirements are generally met through operating cash flows generated. No
changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025 and
March 31, 2024.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance
with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits
assigned to each counterparty. Counterparty credit limits are reviewed by the Company''s Board of Directors on an annual
basis, and may be updated throughout the year subject to approval of the Company''s Finance Committee. The limits are
set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to
make payments.

Recovery for expenses

Corporate charges incurred at group level are allocated to subsidiaries on appropriate basis. The Company agrees cost plus
markup price and payment terms with the related parties.

Guarantee

The Company has given corporate guarantee against loan taken by wholly owned subsidiary ("WOS"), in the year
2024-25 to finance its working capital. The loan has been utilized by subsidiary for the purpose it was obtained.
The Company is entitled to recover losses from subsidiary if it needs to make any payment to bank under the
guarantee arrangement. The Company receive the commission from subsidiary for providing the guarantee.
The Company has given performance guarantee against contract with customer entered into by WOS. The Company have
right to recover losses from WOS.

Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied
to other shareholders.

F. Terms and Conditions

Rendering and receiving of services to/from related party

The Company has entered into contract with related party for rendering and receiving of services related to the Information
Technology / Information Technology Enabled Services ("IT / ITES") at arm''s length price and in the ordinary course of business.
The Service Agreement requires the related party to make payment as per agreed terms of payment into the contract.
Outstanding balances of trade receivables or trade payables to holding Company, subsidiary and fellow subsidiary are
unsecured, interest free and require settlement in cash. The amounts are recoverable and payable within credit period from
the invoice date. For the year ended March 31, 2025, the Company has not recorded any impairment on receivables due from
related parties (March 31, 2024: Nil).

The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The
Company''s management does not reasonably expect that these legal actions, when ultimately concluded and determined,
will have a material and adverse effect on the Company''s results of operations or financial condition. Further, it is not
practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution
of the respective proceedings.

ii) The Company does not expect any reimbursements in respect of the above contingent liabilities.

iii) Litigation with customers

A complaint has recently been filed by named plaintiffs on behalf of a putative class of similarly situated persons against
the Subsidiary and the Company. The allegations in the complaint relate to a security incident experienced by the Client.
The Company provided the Client with outsourced staffing for an employee help desk ("Service Desk"). The complaint
alleges that, in the incident, a threat actor misled Service Desk agents into resetting passwords of employee accounts
that were then used by the threat actors to access and exfiltrate a copy of the Client''s customer loyalty database
("Database"). The complaint mischaracterizes the terms of the Company''s engagement by the Client, the Company''s
role with respect to the Database, and the responsibilities undertaken by the Service Desk agents. The Company did not
provide core cybersecurity threat, protection, detection, or remediation services for the Client, did not have access to
or responsibility for the Database, and had no role in managing or administering it.

The Company is evaluating insurance coverage under its existing insurance policies and is in discussions with its legal
counsel to take appropriate steps in relation to such a complaint. The amount of liability / quantum of claims, pursuant
to such a complaint, cannot be ascertained at this stage.

The Company continues to provide services to the Client on a regular basis with no meaningful impact on the revenues
received from such Client, which do not represent a material portion of the Company''s overall revenue.

iv) Income tax

Claims against the Company not acknowledged as debts as on March 31, 2025 include demand from the Indian Income
tax authorities on certain matters relating to Transfer pricing and availment of tax holiday and transfer pricing.

The Company is contesting these demands and the management including its tax advisors believe that its position will
more likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings
will not have a material adverse effect on the Company''s financial position and results of operations.

The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment
benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However,
the date on which the Code will come into effect has not been notified and the final rules / interpretation have not yet
been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact
in the period the Code becomes effective.

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to
meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases (including low-value lease assets) was INR 45 Mn for the year ended March 31,
2025. (Previous year INR 66 Mn)

The Company had total cash outflows for principal portion of leases of INR 274 Mn in current year (Previous year INR 110 Mn).

The aggregate depreciation on ROU assets has been included under depreciation and amortisation expense in the standalone
statement of Profit and Loss.

31 Share-based stock payments
(a) Employee option plan

The establishment of the Coforge Employee Stock Option Plan 2005 (ESOP 2005) was approved by the shareholders in the
annual general meeting held on May 18, 2005. The ESOP 2005 is designed to offer and grant share-based payments for the
benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI)
Guidelines (excluding promoters). The ESOP 2005 allowed grant of options of the Company in aggregate up to 3,850,000 in
one or more tranches.

This limit was increased by 1,690,175 pursuant to bonus issue in the year 2007 and further by 900,000 & 1,852,574 additional
options pursuant to amendment in the ESOP Plan duly approved by the shareholders on March 27, 2020 and March 29,
2024, respectively.

34 Other Statutory Information

The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

35 Segment Information

As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a
parent as well as the parent''s separate financial statements, segment information is required only in the consolidated financial
statements, accordingly no segment information is disclosed in these Standalone Financial Statements of the Company.

36 The Company has been using accounting software for maintaining its books of account which has a feature of recording audit
trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software,
except that audit trail feature cannot be enabled at the database level insofar as it relates to accounting software. Further,
no instance of audit trail feature being tampered with was noted in respect of accounting software. Additionally, the audit
trail has been preserved as per the statutory requirements for record retention.

37 Mr. Hari Gopalkrishnan & Mr. Patrick John Cordes has resigned as the Non-Executive Director w.e.f. May 02, 2024, and Mr. Basab
Pradhan has completed his 2^nd term as Independent Director on June 28, 2024.

Mr. Om Prakash Bhatt has been appointed as Additional Director and Independent Director on the Board of the Company w.e.f.
May 01, 2024, and as Chairperson of the Board w.e.f. June 29, 2024 and approved by the Shareholders of the Company on July
07, 2024

Mr. Gautam Samanta has been appointed as Additional Director and Executive Director on the board of the Company w.e.f.
May 02, 2024 and approved by the Shareholders of the Company on July 07, 2024

Mr. Sudhir Singh has been re-appointed as the Executive Director for a term of 5 (five) years with effect from January 29,
2025 up to January 28, 2030

38 Events after the reporting period

There were no significant reportable subsequent event that occurred after the balance sheet date but before standalone
financial statament were issued.

As per our report of even date For and on behalf of Board of Directors of Coforge Limited

For S.R. Batliboi & Associates LLP Sudhir Singh Gautam Samanta

Chartered Accountants CEO & Executive Director Executive Director

Firm Registration No. 101049W/E300004 DIN : 07080613 DIN : 09157177

Place : Gurugram Place : Gurugram

Date : 5 May 2025 Date : 5 May 2025

per Vineet Kedia Saurabh Goel Barkha Sharma

Partner Chief Financial Officer Company Secretary

Membership No. 212230 Place : Gurugram Place : Gurugram

Place : Gurugram Date : 5 May 2025 Date : 5 May 2025

Date : 5 May 2025

---

Mar 31, 2024

#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 persuant to this transaction. The transaction is recorded in accordance with guidance under Appendix C to Ind AS 103, Business combinations of entities under common control.

As at 31 March 2024, the Company has outstanding trade receivables of Rs 1357 Mn (31 March 2023 Rs. 1,131 Mn) relating to Government customers in India [net of provision of Rs 535 Mn (Previous year Rs. 527 Mn)]. Allowance for expected credit loss on receivables is subjective due to the high degree of significant judgement applied by management in determining the impairment provision. Above trade receivables pertain to contract with customers as defined under Ind AS 115 on Revenue from contract with customers.

No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. No any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member. (Refer note 28)

a)    Deferred tax assets and liabilities above have been determined by applying the income tax rates of respective overseas branches. Deferred tax assets and liabilities in relation to taxes payable under different tax jurisdictions have not been offset in financial statements.

b)    During the year ended 31 March 2024 deferred tax assets of Rs. 1,451 mn (31 March 2023 - Rs. 641 mn) has been created and this amount include gain due to exchange fluctuations of Rs. 4 mn (31 March 2023 - gain of Rs. 4 mn) relating to deferred tax assets recognized for operations in the overseas branches.

(a) Contract costs include Rs 134 Mn (Previous year: Rs 59 Mn) as incremental cost of obtaining a contract and Rs. 1728 Mn (Previous year: Rs 861 Mn) as cost incurred for fulfilling a contract with customers.

Other production expense, under other expenses include amortisation of contract costs amounting to Rs. 162 Mn (Previous year: Rs 128 Mn). There is no impairment loss recognised during the current or previous year.

Terms and rights attached to equity shares

The Company has one class of equity shares having a par value of Rs.10 per share. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Shares reserved for issue under options

I nformation relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in note 32.

Capital redemption reserve

In accordance with section 69 of the Indian Companies Act, 2013, the Company creates capital redemption reserve equal to the nominal value of the shares bought back as an appropriation from general reserve /retained earnings

Capital Reserve

Capital Reserve is not freely available for distribution.

Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act 2013.

Employee stock option

The share options outstanding is used to recognize the grant date fair value of options issued to employees under Coforge Employee Stock Option Plan 2005

General reserve

The General Reserve is as per the requirements of Companies Act, 2013 in respect of companies incorporated in India. General reserve, if any, of overseas subsidiaries are included as part of the retained earnings.

Retained earnings

Retained earnings represent the amount of accumulated earnings of the Company.

Nature and purpose of other reserves

Cash flow hedging reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecasted transactions, i.e., revenue, as described within Note 24. For hedging foreign currency risk, the Company uses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges are effective; the change in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount recognized in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss, under Revenue.

(a) Listed, Rated, Redeemable, Non-Convertible Bonds are unsecured and have maturity of five years from the deemed date of allotment i.e April 26, 2021. Interest reset will occur on the dates falling three years and four years from the deemed date of allotment. The Company may redeem the whole or any part of the Bonds on the first Interest Reset Date i.e. April 26, 2024. The Company had option for repayment of NCBs till the end of consultation period i.e. April 19, 2024.

Subsequent to year end, the Company has filed extension letter on April 16, 2024 to extend consultation period to June 23, 2024. The effective interest rate of NCB for first three years is as follows: "

If the security trigger occurs on a date falling on or prior to the date falling three years from the deemed date of allotment-7.49% - 8.39%. In other case, if the security trigger does not occur- 8.39% - 9.34%.

There are no overdue amount payable to micro enterprises and small enterprises as at March 31, 2024 and March 31, 2023. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

(i) Leave Obligations

Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date.

(ii) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of completed service.

The gratuity plan is a funded plan and the Company makes contributions to recognized funds in India.

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity analyses are based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation from one another.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

(iii)    Defined benefit liability and employer contributions

The Company monitors the funding levels on an annual basis and the current agreed contribution rate is 12% of the basic salaries in India.

(iv)    Defined contribution plans

The Company makes contribution towards Superannuation Fund, Pension Fund, Employee State Insurance Fund and Overseas Plans (related to the branches in the United States of America, Ireland, Belgium and Switzerland), being defined contribution plans for eligible employees. The Company has charged the following amount in the Statement of Profit and Loss:

(v) Defined benefit plans

Employees Provident Fund contributions are made to a Trust administered by the Company. The Company's liability is actuarially determined (using the Projected Unit Credit method) at the end of the year. Actuarial losses/ gains are recognized in the Statement of Profit and Loss in the year in which they arise. The contributions made to the trust are recognized as plan assets. The defined benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets.

(vi) The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

Note: The Company deals in number of software and hardware items whose selling price vary from item to item. In view of voluminous data information relating to major items of sales have not been disclosed in the financial statements.

Payment terms

Majority of the Company's revenue involve payment terms less than one year from the date of satisfaction of performance obligation. However, in case of contracts for grant of right of use for license, payments are due over license period. In these cases, the Company has identified that the contract contains significant financing component.

d. Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue. Applying the practical expedient as given in IndAS115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the entity's performance completed to date, typically those contracts where invoicing is on time and material basis, fixed monthly / fixed capacity basis and transaction basis. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, and adjustment for revenue that has not materialized and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31, 2024, other than those meeting the exclusion criteria mentioned above, is Rs 1,728 Mn (Previous Year Rs. 942 Mn). Out of this, the Company expects to recognize revenue of around Rs. 1,670 Mn (Previous Year Rs. 825 Mn) within the next one year. This includes contracts that can be terminated for convenience without a substantive penalty since, based on current assessment, the occurrence of the same is expected to be remote.

"Includes payment of lease liability amounting to Rs. 22 Mn(refer note no. 31) for premises used for CSR purposes and adminstrative expenses amounting to Rs. 3 Mn includes in employee benefit expenses (refer note no. 17)

As per Section 135 of the Companies Act, 2013, the Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities.

During the year ended 31 March 2023, the Company had set off Rs. 4 Mn of CSR obligation for the year which was excess spent by the Company during the Year ended 31 March 2022 as per the Companies CSR (Policy) Amendment Rules 2021.

During the year ended 31 March 2023, the Company had an unspent amount of CSR obligation, amounting to Rs. 6 Mn, which the company has transferred into a separate bank account as per the Companies CSR (Policy) Amendment Rules 2021.

Further, unspent amount of INR 6 Mn related to FY 2022-23 has been utilized during FY 2023-24 towards contribution to charitable trust.

The shareholders in the Annual General Meeting held on July 30, 2021, approved raising of funds by the issuance of equity shares and/or depository receipts and/or other eligible securities in the US markets ("Offering"). The Company had incurred Rs 523 mn towards the offering, which was to be recovered from selling shareholders. The Company during the previous year, had recorded provision of Rs. 523 Mn and disclosed as exceptional item as the market conditions were not supportive. Due to consideration of prevailing market conditions and other relevant factors, the Board of Directors of the Company, at their meeting held on March 02, 2024, has decided to not proceed with the proposed offering of American Depository Receipts. The Company has filed the applications with Securities Exchange Commission ('SEC') to withdraw the Form F - 1 registration statement filed with the SEC.

22 Income tax expense

This note provides an analysis of the Company's income tax expense, show amounts that are recognized directly in equity and how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the Company's tax positions.

The Company determines taxes on income in accordance with the applicable provisions of Income Tax Act, 1961 ("Act"). The Company also claims deductions under sections 10AA in Special Economic Zone (SEZ). The payments under Minimum Alternate Tax (MAT) can be carried forward and can be set off against future tax liability. Accordingly, a sum of Rs. 3,759 mn (Previous Year Rs. 2495 mn) has been shown under "Deferred tax assets". Further, during the year, the Company has created MAT credit of Rs. 1,264 mn (Previous Year created Rs. 698mn).

In addition to Indian operations, the Company has accounted for the tax liability/reliefs in respect of its branches having operations in the United States of America (USA), Belgium and Switzerland in accordance with the tax legislations applicable in the respective jurisdiction.

The carrying amounts of current portion of trade receivables, trade payables, capital creditors, security deposits, unpaid dividend account, deposits with bank, cash and cash equivalents, short term borrowings, trade and other payables, capital creditors, unclaimed dividend are considered to be the same as their fair values, due to their short term nature.

Investments in equity instruments (Unquoted) are carried at cost

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The fair values for security deposits were calculated based on cash flows discounted using a current lending rate.

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are:

(a)    recognized and measured at fair value, and

(b)    measured at amortized cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.

All other assets and liabilities are measured at amortised cost

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including

bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net asset value.

Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on Company-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

The Company's policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period. There has been no transfer during the period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

-    The use of quoted market prices for similar instruments.

-    Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.

-    The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

24 Hedging activities and derivatives

The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a foreign currency) and the Company's net investments in foreign subsidiaries.

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted sales.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

At 31 March 2024, the Company hedged 75% (31 March 2023: 75%), of its expected foreign currency sales. Those hedged sales were highly probable at the reporting date. This foreign currency risk is hedged by using foreign currency forward contracts.

The Company is holding the following foreign exchange forward contracts (highly probable forecasted sales)

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing.

25 Financial risk management

The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The borrowing of the Company constitute mainly Non Convertible Bonds (NCB). All the finances are made out of internal accruals. The Company's principal financial assets include loans, trade and other receivables, and cash and short-term deposits that derive directly from its operations. The Company also enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The Company's senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company's senior management that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, fair value through profit and loss and derivative financial instruments.

-    Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company has issue non-convertible bonds during the previous year with fixed interest rate for the next 2 years and accordingly there is no significant concentration of interest rate risk (Refer note 18).

-    Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

Unhedged foreign currency exposure

Non-derivative foreign currency exposure as of 31 March, 2024 and 31 March 2023 in major currencies is as below:

Sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and the impact on other components of equity arises from foreign forward exchange contracts designated as cash flow hedges.

(b) Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade Receivables

The customers of the Company are primarily corporations based in the United States of America and Europe and accordingly, trade receivables are concentrated in the respective countries. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivables. The Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company's Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments

(c) Liquidity Risk

The Company's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company's corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts based on the expected cash flows.

Maturities of financial liabilities

The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2024.

26 Capital Management

a) Risk management

For the Company's capital management, capital includes issued equity share capital, securities premium and all other equity reserves attributable to the shareholders. The primary objectives of the Company's capital management are to maximise the shareholder value and safeguard their ability to continue as a going concern. The Company has outstanding Non Convertible Bonds (NCB) (refer note 12). The Company has complied with the financial covenants attached with above stated borrowings throughout the reporting period. The funding requirements are generally met through operating cash flows generated. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2024 and 31 March 2023.

No share options have been granted to the non-executive members of the Board of Directors under this scheme. Refer to Note 32 for further details on the scheme.

F. Terms and Conditions

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. For the year ended 31 March 2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2023: INR Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

The recovery of bank guarantee charges from subsidiaries are made on terms equivalent to those that prevail in arm's length transactions.

Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders.

29 Contingent liabilities and contingent assets

(a) Contingent liabilities

The Company has contingent liabilities in respect of:

i)	Claims against the Company not acknowledged as debts:	Â	Â
Â	Particulars	As at 31 March 2024	As at 31 March 2023
Â	Income tax matters pending disposal by the tax authorities	495	452
Â	Others	301	301

ii)    The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company's management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company's results of operations or financial condition. Further, it is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

iii)    The Company does not expect any reimbursements in respect of the above contingent liabilities.

iv)    Income tax

Claims against the Company not acknowledged as debts as on 31 March 2024 include demand from the Indian Income tax authorities on certain matters relating to Transfer pricing and availment of tax holiday and transfer pricing.

The Company is contesting these demands and the management including its tax advisors believe that its position will more likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company's financial position and results of operations.

The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules / interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

(b) Contingent assets

The Company does not have any contingent assets as at 31 March 2024 and 31 March 2023.

30 Commitments

Capital expenditure contracted for at the end of the reporting period but not recognized as liabilities is as follows:

Particulars	As at 31 March 2024	As at 31 March 2023
Property, plant and equipment	222	64

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases (including low-value lease assets) was Rs. 66 Mn for the year ended 31 March 2024. (Previous year Rs. 74 mn)

The Company had total cash outflows for principal portion of leases of Rs. 110 Mn in current year (Previous year Rs. 65 Mn).

The aggregate depreciation on ROU assets has been included under depreciation and amortisation expense in the Statement of Profit and Loss.

32 Share-based stock payments

(a) Employee option plan

The establishment of the Coforge Employee Stock Option Plan 2005 (formerly NIIT Technologies Employee Stock Option Plan 2005) (ESOP 2005) was approved by the shareholders in the annual general meeting held on 18 May, 2005. The ESOP 2005 is designed to offer and grant share-based payments for the benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters). The ESOP 2005 allowed grant of options of the Company in aggregate up to 3,850,000 in one or more tranches.

This limit was increased by 1,690,175 pursuant to bonus issue in the year 2007 and further by 900,000 & 1,852,574 additional options pursuant to amendment in the ESOP Plan duly approved by the shareholders on March 27, 2020 and March 29, 2024, respectively.

Under the plan, participants are granted options which vest upon completion of such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.Participation in the plan is at the board's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the Company for such shares at a price to be determined in accordance with ESOP 2005. Hence, the plan is equity settled for the Company.

* The weighted average share price at the date of exercise of these options during the year ended 31 March 2024 was Rs.5650.52 (31 March 2023 - Rs. 3,798.21)

The weighted average remaining contractual life for the share options outstanding as at 31 March 2024 was 1.04 years (31 March 2023: 1.3 years).

The weighted average fair value of options granted during the year was Rs 3,987 (31 March 2023: Rs. 3,340).

The range of exercise prices for options outstanding at the end of the year was Rs 10 (31 March 2023: Rs. 10 ).

(e) Information concerning the classification of securities Stock Options

Options granted to employees under the ESOP 2005 are considered to be potential equity shares. They have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in note 33.

35    Other Statutory Information

The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a)    directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b)    provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a)    directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b)    provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

36    Segment Information

As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a parent as well as the parent's separate financial statements, segment information is required only in the consolidated financial statements, accordingly no segment information is disclosed in these standalone financial statements of the Company.

37    The Company has been using accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature can not be enabled at the database level insofar as it relates to accounting software. Further no instance of audit trail feature being tampered with was noted in respect of accounting software.

38    The Board of Directors have appointed Mr. Anil Kumar Chanana and Mr. DK Singh, as an Additional Director and Non-Executive Independent Director vide its circular resolution dated January 20, 2024 and Febraury 12, 2024 respectively and approved by the Shareholders of the Company on March 29, 2024.

39    Subsequent events

(a)    The shareholders in 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 Rs. 32,000 Mn by way of Qualified Institutional Placement ("QIP") or other permissible modes in accordance with the applicable laws.

(b)    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.

(c)    The Board of Directors have appointed Mr. Om Prakash Bhatt, as an Additional Director and Non-Executive Independent Director w.e.f. May 1, 2024 vide its circular resolution dated April 22, 2024, subject to approval of the Shareholders of the Company.

(d)    The Board of Directors of the Company have approved the appointment of Mr. Gautam Samantha as Executive Director with effect from May 02, 2024, subject to all necessary approvals under the provisions of the Companies Act, 2013 and other applicable provisions.

40    Previous year figures have been reclassified to confirm to current year's classification.

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Mar 31, 2023

Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue. Applying the practical expedient as given in IndAS115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the entity''s performance completed to date, typically those contracts where invoicing is on time and material basis, fixed monthly / fixed capacity basis and transaction basis. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, and adjustment for revenue that has not materialized and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31,2023, other than those meeting the exclusion criteria mentioned above, is Rs. 942 Mn (Previous Year Rs. 97 Mn). Out of this, the Company expects to recognize revenue of around Rs. 825 Mn (Previous Year Rs. 95 Mn) within the next one year. This includes contracts that can be terminated for convenience without a substantive penalty since, based on current assessment, the occurrence of the same is expected to be remote.

As per Section 135 of the Companies Act, 2013, the Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities.

During the year ended 31 March 2023, the Company has set off Rs. 4 Mn of CSR obligation for the year which was excess spent by the Company during the Year ended 31 March 2022 as per the Companies CSR (Policy) Amendment Rules 2021.

During the year ended 31 March 2023, the Company has an unspent amount of CSR obligation, amounting to Rs. 6 Mn, which the company has transferred into a separate bank account as per the Companies CSR (Policy) Amendment Rules 2021.

The shareholders in the Annual General Meeting held on July 30, 2021, approved raising of funds by the issuance of equity shares and/or depository receipts and/or other eligible securities in the US markets (“Offering”). In accordance with the underlying arrangements, the expenses pertaining to the offering are to be borne by the Selling Shareholder upon successful completion of the Offering. Accordingly, Rs. 523 Mn was considered as recoverable from the selling shareholder.

Currently the market conditions are not supportive of the offering, thus the Group during the current quarter, has recorded provision of Rs. 523 Mn and disclosed as exceptional item.

Income tax expense

This note provides an analysis of the Company''s income tax expense, show amounts that are recognized directly in equity and how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the Company''s tax positions.

The Company determines taxes on income in accordance with the applicable provisions of Income Tax Act, 1961 (“Act”). The Company also claims deductions under sections 10AA and 80 IAB in respect of its Unit and Developer Operations, respectively, in Special Economic Zone (SEZ). The payments under Minimum Alternate Tax (MAT) can be carried forward and can be set off against future tax liability. Accordingly, a sum of Rs. 2,495 mn (Previous Year Rs. 1,798 mn) has been shown under “Deferred tax assets”. Further, during the year, the Company has created MAT credit of Rs. 698 mn (Previous Year created Rs. 904 mn).

In addition to Indian operations, the Company has accounted for the tax liability/reliefs in respect of its branches having operations in the United States of America (USA), Ireland, Belgium and Switzerland in accordance with the tax legislations applicable in the respective jurisdiction.

The carrying amounts of current portion of trade receivables, capital creditors, unbilled revenue, Security deposits, unpaid dividend account, cash and cash equivalents, Borrowings, Trade and other payables, unclaimed dividend are considered to be the same as their fair values, due to their short term nature.

Investments in equity instruments (Unquoted) are carried at cost

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The fair values for security deposits were calculated based on cash flows discounted using a current lending rate.

(i) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:

(a) recognized and measured at fair value, and

(b) measured at amortized cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net asset value.

Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on Company-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

The Company''s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period. There has been no transfer during the period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices for similar instruments.

- Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.

- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

(i) Hedging activities and derivatives

The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency) and the Company''s net investments in foreign subsidiaries.

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted sales.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

At 31 March 2023, the Company hedged 75% (31 March 2022: 75%), of its expected foreign currency sales. Those hedged sales were highly probable at the reporting date. This foreign currency risk is hedged by using foreign currency forward contracts.

The Company is holding the following foreign exchange forward contracts (highly probable forecasted sales)

*The resultant impact on the cash flow hedge reserve for the year ended 31 March 2023 and 31 March 2022; on account of changes in the fair value has been reconciled in Note No. 11.

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing.

Financial risk management

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The borrowing of the Company constitute mainly Non Convertible Bonds (NCB). All the finances are made out of internal accruals. The Company''s principal financial assets include loans, trade and other receivables, and cash and short-term deposits that derive directly from its operations. The Company also enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company''s senior management that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, fair value through profit and loss and derivative financial instruments.

- Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company has issued non-convertible bonds during the previous year with fixed interest rate for the next 2 years and accordingly there is no significant concentration of interest rate risk (Refer note 13).

- Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

(b) Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade Receivables

The customers of the Company are primarily corporations based in the United States of America and Europe and accordingly, trade receivables are concentrated in the respective countries. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivables. The Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate. The Company in the normal course of business sells certain trade receivables to banks. Under the terms of arrangements, the Group surrenders contgrol over these assets and transfer is on a non-recourse basis.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company''s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company''s Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments

(c) Liquidity Risk

The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company''s corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts based on the expected cash flows.

26 Capital Management a) Risk management

For the Company''s capital management, capital includes issued equity share capital, securities premium and all other equity reserves attributable to the shareholders. The primary objectives of the Company''s capital management are to maximise the shareholder value and safeguard their ability to continue as a going concern. The Company has outstanding Non Convertible Bonds (NCB) (refer note 13). The Company has complied with the financial covenants attached with above stated borrowings throughout the reporting period. The funding requirements are generally met through operating cash flows generated. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2023 and 31 March 2022.

No share options have been granted to the non-executive members of the Board of Directors under this scheme. Refer to Note 33 for further details on the scheme.

F. Terms and Conditions

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. For the year ended 31 March 2023, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2022: INR Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

The recovery of bank guarantee charges from subsidiaries are made on terms equivalent to those that prevail in arm''s length transactions.

Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders.

29 Contingent liabilities and contingent assets (a) Contingent liabilities

The Company had contingent liabilities in respect of:

i) Claims against the Company not acknowledged as debts:

	As at	As at
	31 March 2023	31 March 2022
Income tax matters pending disposal by the tax authorities	452	833
Others	301	254

ii) The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company''s management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company''s results of operations or financial condition. Further, it is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

iii) The Company does not expect any reimbursements in respect of the above contingent liabilities.

iv) Income tax

Claims against the Company not acknowledged as debts as on 31 March 2023 include demand from the Indian Income tax authorities on certain matters relating to Transfer pricing and availment of tax holiday.

The Company is contesting these demands and the management including its tax advisors believe that its position will more likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company''s financial position and results of operations.

The Code on Social Security, 2020 (‘Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules / interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

(b) Contingent assets

The Company does not have any contingent assets as at 31 March 2023 and 31 March 2022.

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases (including low-value lease assets) was Rs. 74 Mn for the year ended 31 March 2023. (Previous year Rs. 64 mn)

The Company had total cash outflows for principal portion of leases of Rs. 65 Mn in current year (Previous year Rs. 56 Mn).

The aggregate depreciation on ROU assets has been included under depreciation and amortisation expense in the Statement of Profit and Loss.

32 Share-based stock payments

(a) Employee option plan

The establishment of the Coforge Employee Stock Option Plan 2005 (formerly NIIT Technologies Employee Stock Option Plan 2005) (ESOP 2005) was approved by the shareholders in the annual general meeting held on 18 May, 2005. The ESOP 2005 is designed to offer and grant share-based payments for the benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters). The ESOP 2005 allowed grant of options of the Company in aggregate up to 3,850,000 in one or more tranches. This limit was increased by 1,690,175 and further by 900,000 additional option in the existing ESOP plan over and above earlier options issued by the Company.

Under the plan, participants are granted options which vest upon completion of such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.Participation in the plan is at the board''s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the Company for such shares at a price to be determined in accordance with ESOP 2005. Hence, the plan is equity settled for the Company.

* The weighted average share price at the date of exercise of these options during the year ended 31 March 2023 was Rs. 3,798.21 (31 March 2022 - Rs. 5,312.64)

The weighted average remaining contractual life for the share options outstanding as at 31 March 2023 was 1.3 years (31 March 2022: 1.95 years).

The weighted average fair value of options granted during the year was Rs. 3,340 (31 March 2022: Rs. 3,452).

The range of exercise prices for options outstanding at the end of the year was Rs. 10 (31 March 2022: Rs. 10 to Rs. 1,048.9).

Stock Options

Options granted to employees under the ESOP 2005 are considered to be potential equity shares. They have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in note 33.

The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a parent as well as the parent''s separate financial statements, segment information is required only in the consolidated financial statements, accordingly no segment information is disclosed in these standalone financial statements of the Company.

Subsequent events

There were no significant reportable subsequent events that occurred after the balance sheet date but before financial statements were issued.

Previous year figures have been reclassified to confirm to current year''s classification.

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Mar 31, 2022

The disposal in acquired software represents write offs of certain software having gross carrying amount of Rs. 751 Mn (31 March 2021: Rs. 1,096 Mn), accumulated amortisation of Rs. 750 Mn (31 March 2021: Rs. 1,096 Mn) and net carrying amount of Rs. 1 Mn (31 March 2021 Nil).

(a) Held as margin money by bank against bank guarantees.

(b) The shareholders in the Annual General meeting held on July 30, 2021 approved raising of funds in one or more tranches by issuance of equity shares and/or depository receipts and/or other eligible securities. Subsequently, the Company filed a draft registration statement with the U.S. Securities & Exchange Commission for registration of its American Depository Receipts (“Offering”). In accordance with the underlying arrangements, the expenses pertaining to the offering shall be borne by Selling Shareholder on completion of the offering. As at March 31,2022, amount of Rs 343 mn has been recorded as recoverable considering expected completion of the offering.

As at 31 March 2022, the Company has outstanding trade receivables of Rs 1,102 Mn (31 March 2021 Rs. 921 Mn) relating to Government customers in India [net of provision of Rs. 508 Mn (Previous year Rs. 492 Mn)]. The appropriateness of the allowance for doubtful trade receivables is subjective due to the high degree of significant judgment applied by management in determining the impairment provision. Above trade receivables pertain to contract with customers as defined under Ind AS 115 on Revenue from contract with customers. During the previous year, one of the Indian government customers of the Group with whom the contract was executed during 2014, has deducted certain amounts. The Group, basis it’s assessment and legal advice, considers such deductions to be arbitrary and has disputed the same and is confident of resolving it favorably.

During the previous year, the Company received old outstanding (which was provided for in earlier years) amounting to Rs. 220 Mn from one of its government customer. The Company recorded the recovery of principal amount of Rs. 138 Mn as credit to the allowances for doubtful debts- trade receivable and interest component of Rs. 82 Mn in Other Income.

No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member. Refer note 29.

Terms and rights attached to equity shares

The Company has one class of equity shares having a par value of Rs.10 per share. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Shares reserved for issue under options

Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in Note 33.

Buy back of equity shares

On February 13, 2020, the Shareholders of the Company accorded their approval for buy-back of 1,956,290 fully paid equity shares of the face value of Rs. 10/- each at a price of up to Rs. 1,725 per share aggregating to Rs. 3,375 Mn. The buy-back was consummated on June 22, 2020 and accordingly, 1,956,290 fully paid equity shares have been extinguished from the share capital of the Company with corresponding reduction in Equity Share Capital, Securities Premium Account, General Reserve and Retained Earnings amounting to Rs. 20 Mn, Rs. 1,053 Mn, Rs. 250 Mn and Rs. 2,052 mn respectively.

The group uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecasted transactions, i.e., revenue, as described within Note 25. For hedging foreign currency risk, the group uses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges are effective; the change in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount recognized in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss, under Revenue.

(a) Term loans from Financial Institution - are secured by way of hypothecation of the vehicles financed. The loan amounts along with interest are repayable over the period of 1 to 12 months (equal monthly instalments) from the date of sanction of loan. The interest rate on above loans are within the range of 8.63% to 9.88%. per annum

(b) The carrying amount of assets pledged as security for current and non-current borrowings are disclosed in note 3.

(c) Listed, Rated, Redeemable, Non-Convertible Bonds are unsecured and have maturity of five years from the deemed date of allotment i.e April 26, 2021. Interest reset will occur on the dates falling three years and four years from the Deemed Date of Allotment. The Company may redeem the whole or any part of the Bonds on the first Interest Reset Date i.e. April 26, 2024 or anytime thereafter. The effective interest rate of NCB for first three years is as follows: If the Security Trigger occurs on a date falling on or prior to the date falling three years from the Deemed Date of Allotment - 7.49%-8.39% In other case if the security trigger does not occur- 8.39%- 9.34%.

(i) Leave Obligations

Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date.

31 March 2022 31 March 2021

Current leave obligations expected to be settled within next 12 months 41 30

(ii) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of completed service.

The gratuity plan is a funded plan and the Company makes contributions to recognized funds in India.

The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity analysis are based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analysis may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation from one another.

(iii) Defined benefit liability and employer contributions

The Company monitors the funding levels on an annual basis and the current agreed contribution rate is 12% of the basic salaries in India.

(iv) Defined contribution plans

The Company makes contribution towards Superannuation Fund, Pension Fund, Employee State Insurance Fund and Overseas Plans (related to the branches in the United States of America, Ireland, Belgium and Switzerland), being defined contribution plans for eligible employees. The Company has charged the following amount in the Statement of Profit and Loss:

The expense recognized during the year towards defined contribution plan is as follows:

Amount recognized in the Statement of Profit and Loss 31 March 2022 31 March 2021

Superannuation fund paid to the Trust 14 16

Contribution plans (branches outside India) ^{204 151}

Employees state insurance fund paid to the authorities ^{3 3}

Pension fund paid to the authorities ^{139 106}

360 276

(v) Defined benefit plans

Employees Provident Fund contributions are made to a Trust administered by the Company. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of the year. Actuarial losses/ gains are recognized in the Statement of Profit and Loss in the year in which they arise. The contributions made to the trust are recognized as plan assets. The defined benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets.

Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue. Applying the practical expedient as given in IndAS115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the entity’s performance completed to date, typically those contracts where invoicing is on time and material basis, fixed monthly / fixed capacity basis and transaction basis. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, and adjustment for revenue that has not materialized and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31,2022, other than those meeting the exclusion criteria mentioned above, is Rs. 97 Mn (Previous Year Rs. 267 Mn). Out of this, the Company expects to recognize revenue of around Rs. 95 Mn (Previous Year Rs. 267 Mn) within the next one year. This includes contracts that can be terminated for convenience without a substantive penalty since, based on current assessment, the occurrence of the same is expected to be remote.

As per Section 135 of the Companies Act, 2013, the Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. During the year ended 31 March 2022, the Company has set off Rs. 5 Mn (out of total excess spent of Rs. 9 Mn ) of CSR obligation for the year whish was excess spent by the Company during the Year ended 31 March 2021 as per the Companies CSR (Policy) Amendment Rules 2021. Further the Company would carry forward the remaning unutilised Rs. 4 Mn of excess spent on CSR activities to immediate succeeding two financial years.

The Company determines taxes on income in accordance with the applicable provisions of Income Tax Act, 1961 (“Act”). The Company also claims deductions under sections 10AA and 80 IAB in respect of its Unit and Developer Operations, respectively, in Special Economic Zone (SEZ). The payments under Minimum Alternate Tax (MAT) can be carried forward and can be set off against future tax liability. Accordingly, a sum of Rs. 1,798 mn (Previous Year Rs. 897 mn) has been shown under “Deferred tax assets”. Further, during the year, the Company has created MAT credit of Rs. 904 mn (Previous Year created Rs. 130 mn).

In addition to Indian operations, the Company has accounted for the tax liability/reliefs in respect of its branches having operations in the United States of America (USA), Ireland, Belgium and Switzerland in accordance with the tax legislations applicable in the respective jurisdiction.

The carrying amounts of current portion of trade receivables, capital creditors, unbilled revenue, Security deposits, unpaid dividend account, cash and cash equivalents, Borrowings, Trade and other payables, unclaimed dividend are considered to be the same as their fair values, due to their short term nature.

Investments in equity instruments (Unquoted) are carried at cost

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The fair values for security deposits were calculated based on cash flows discounted using a current lending rate.

(i) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:

(a) recognized and measured at fair value, and

(b) measured at amortized cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.

An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net asset value. Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on Company-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period. There has been no transfer during the period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices for similar instruments.

- Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.

- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

25 (i) Hedging activities and derivatives

The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries.

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted sales.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

At 31 March 2022, the Company hedged 75% (31 March 2021: 75%), of its expected foreign currency sales. Those hedged sales were highly probable at the reporting date. This foreign currency risk is hedged by using foreign currency forward contracts.

The Company is holding the following foreign exchange forward contracts (highly probable forecasted sales)

*The resultant impact on the cash flow hedge reserve for the year ended 31 March 2022 and 31 March 2021; on account of changes in the fair value has been reconciled in Note No. 11.

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing.

26 Financial risk management

The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The borrowing of the Company constitute mainly Non Convertible Bonds (NCB). All the finances are made out of internal accruals. The Company’s principal financial assets include loans, trade and other receivables, and cash and short-term deposits that derive directly from its operations. The Company also enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

(_a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, fair value through profit and loss and derivative financial instruments.

-Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The group has issue non-convertible bonds during the year with fixed interest rate for the next 2 years and accordingly there is no significant concentration of interest rate risk (Refer note 13).

-Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

(b) Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. Trade Receivables

The customers of the Company are primarily corporations based in the United States of America and Europe and accordingly, trade receivables are concentrated in the respective countries. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivables. The Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate. In calculating expected credit loss, the Company has also taken into account estimates of possible effect from the pandemic relating to COVID -19.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company’s Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

(c) Liquidity Risk

The Group’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company’s corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts based on the expected cash flows.

27 Capital Management a) Risk management

For the Company’s capital management, capital includes issued equity share capital, securities premium and all other equity reserves attributable to the shareholders. The primary objectives of the Company’s capital management are to maximise the shareholder value and safeguard their ability to continue as a going concern. The Company has outstanding Non Convertible Bonds (NCB) (refer note 13). The Company has complied with the financial covenants attached with above stated borrowings throughout the reporting period. The funding requirements are generally met through operating cash flows generated. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2022 and 31 March 2021.

No share options have been granted to the non-executive members of the Board of Directors under this scheme. Refer to Note 33 for further details on the scheme.

F. Terms and Conditions

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. For the year ended 31 March 2022, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2021: INR Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

The recovery of bank guarantee charges from subsidiaries are made on terms equivalent to those that prevail in arm’s length transactions.

Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders.

30 Contingent liabilities and contingent assets (a) Contingent liabilities

The Company had contingent liabilities in respect of: i) Claims against the Company not acknowledged as debts:

	31 March 2022	31 March 2021
Income tax matters pending disposal by the tax authorities	833	332
Others	254	-

ii) The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company’s management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company’s results of operations or financial condition. Further, it is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

iii) The Company does not expect any reimbursements in respect of the above contingent liabilities.

iv) Income tax

Claims against the Company not acknowledged as debts as on 31 March 2022 include demand from the Indian Income tax authorities on certain matters relating to Transfer pricing and availment of tax holiday.

The Company is contesting these demands and the management including its tax advisors believe that its position will more likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s financial position and results of operations.

The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules / interpretation have not yet been issued. The Group will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

(b) Contingent assets

The Company does not have any contingent assets as at 31 March 2022 and 31 March 2021.

31 Commitments

a Capital expenditure contracted for at the end of the reporting period but not recognized as liabilities is as follows:

						31 March 2022			31 March 2021
	Property, plant and equipment							188			24
	Intangible assets							-			52
32	Leases
Following are the changes in the carrying value of right of use assets for the year period ended 31 March 2022:
		Year ended 31 March 2022					Year ended 31 March 2021
	Particulars
			Lease hold					Lease hold
		Buildings	land	Total			Buildings	land			Total
	Balance as at beginning of the year	111	303	414			151			258	409
	Additions during the year	69	-	69			13			49	62
	Deletions during the year	(4)	-	(4)			(2)			-	(2)
	Depreciation for the year	im	_(4)	J5D			i5D			(4)	J55)
	Balance as at end of the year	129	299	428	111			303			414
The following is the movement in lease liabilities during the period ended 31 March 2022:
	Particulars						Year ended			Year ended
							March 31	, 2022		March 31, 2021
	Balance at the beginning							152			200
	Additions							69			62
	Deletions							(4)			(2)
	Finance cost accrued during the year							12			17
	Payment of lease liabilities							(68)			(124)
	Translation difference							1			_(1
	Balance at the end						162			152
The following is the break-up of current and non-current lease liabilities
							As at				As at
	Particulars
							31 March 2022			31	March 2021
	Current lease liabilities							75			59
	Non-current lease liabilities							87			93
	Total						162			152
The table below provides details regarding the contractual maturities of lease liabilities

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases (including low-value lease assets) was Rs. 64 Mn for the year ended 31 March 2022. (Previous year Rs. 59 mn)

The Company had total cash outflows for principal portion of leases of Rs. 56 Mn in (Previous year Rs. 58 Mn).

The aggregate depreciation on ROU assets has been included under depreciation and amortisation expense in the Statement of Profit and Loss.

33 Share-based stock payments (a) Employee option plan

The establishment of the Coforge Employee Stock Option Plan 2005 (formerly NIIT Technologies Employee Stock Option Plan 2005) (ESOP 2005) was approved by the shareholders in the annual general meeting held on 18 May, 2005. The ESOP 2005 is designed to offer and grant share-based payments for the benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters). The ESOP 2005 allowed grant of options of the Company in aggregate up to 3,850,000 in one or more tranches. This limit was increased by 1,690,175 and further by 900,000 additional option in the existing ESOP plan over and above earlier options issued by the Company. Under the plan, participants are granted options which vest upon completion of such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard. Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the Company for such shares at a price to be determined in accordance with ESOP 2005. Hence, the plan is equity settled for the Company.

* The weighted average share price at the date of exercise of these options during the year ended 31 March 2022 was Rs. 5,312.64 (31 March 2021 - INR 1976.04)

The weighted average remaining contractual life for the share options outstanding as at 31 March 2022 was 1.94 years (31 March 2021: 3.31 years).

The weighted average fair value of options granted during the year was Rs. 3,452 (31 March 2021: Rs. 1,681).

The range of exercise prices for options outstanding at the end of the year was Rs. 10 to 1,048.9 (31 March 2021: Rs. 10 to Rs. 1,048.9).

36 Other Statutory Information

The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

37 Acquisition of SLK Global Solutions Private Limited, currently known as Coforge Business Process Solutions Private Limited

During the period, the Company made a strategic investment in M/s SLK Global Solutions Private Limited currently known as Coforge Business Process Solutions Private Limited (the “Investee Company”) on April 12, 2021, and has entered into the following agreements:

(i) Share Purchase Agreement to acquire 80% equity shares over a period of two years from the existing shareholders of the Investee Company

(ii) Shareholders Agreement to regulate the rights and obligations of the shareholders, inter se and for the internal management of the Investee Company.

Out of this, equity shares equivalent to 35% of the total issued and paid up share capital of the Investee Company were purchased on April 12, 2021 (“Tranche 1”) and equity shares equivalent to 25% of the total issued and paid up share capital of the Investee Company were purchased on April 28, 2021 (“Tranche 2”) , aggregating to 60% of the total share capital of the Investee Company. For acquiring 60% stake in the Investee Company, the Company invested Rs. 9,183 Mn. The Company funded this transaction partially from Redeemable Non-Convertible Bonds amounting to Rs. 3,400 Mn and balance through internal accruals.

38 Segment Information

As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a parent as well as the parent’s separate financial statements, segment information is required only in the consolidated financial statements, accordingly no segment information is disclosed in these standalone financial statements of the Company.

39 Subsequent events

There were no significant reportable subsequent events that occurred after the balance sheet date but before financial statements were issued.

40 Previous year/period figures have been reclassified to conform to current year’s/period’s classification.

---

Mar 31, 2021

As at March 31, 2021, the Group has outstanding trade receivables of Rs 461 Mn (Previous year Rs. 810 Mn) relating to Government customers in India [net of provision of Rs. 464 Mn (Previous year Rs. 546 Mn)]. The appropriateness of the allowance for doubtful trade receivables is subjective due to the high degree of significant judgment applied by management in determining the impairment provision. Above trade receivables pertain to contract with customers as defined under Ind AS 115 on Revenue from contract with customers.

During the year, one of the Indian government customers of the Group with whom the contract was executed during 2014, has deducted certain amounts. The Group, basis it''s assessment and legal advice, considers such deductions to be arbitrary and has disputed the same and is confident of resolving it favourably.

During the year, the Company received old outstanding (which was provided for in earlier years) amounting to Rs. 220 Mn from one of its government customer. The Company recorded the recovery of principal amount of Rs. 138 Mn as credit to the allowances for doubtful debts- trade receivable and interest component of Rs. 82 Mn in Other Income.

The Company has one class of equity shares having a par value of Rs.10 per share. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Shares reserved for issue under options

Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in Note 32.

Buy back of equity shares

On February 13, 2020, the Shareholders of the Company accorded their approval for buy-back of 1,956,290 fully paid equity shares of the face value of Rs. 10/- each at a price of up to Rs. 1,725 per share aggregating to Rs. 3,375 Mn. The buy-back was consummated on June 22, 2020 and accordingly, 1,956,290 fully paid equity shares have been extinguished from the share capital of the Company with corresponding reduction in Equity Share Capital, Securities Premium Account, General Reserve and Retained Earnings amounting to Rs. 20 Mn, Rs. 1,053 Mn, Rs. 250 Mn and Rs. 2,052 mn respectively.

Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act, 2013.

Employee stock option

The share options outstanding account is used to recognize the grant date fair value of options issued to employees under Coforge Employee Stock Option Plan 2005 (erstwhile NIIT Technologies Employee Stock Option Plan 2005).

Capital Redemption Reserve

The Company recognizes profit or loss on purchase, sale, issue or cancellation of the Company''s own equity instruments to capital reserve

The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity analysis are based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analysis may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation from one another.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period. The major categories of plan assets are as follows:

(v) Defined benefit plans

Employees Provident Fund contributions are made to a Trust administered by the Company. The Company''s liability is actuarially determined (using the Projected Unit Credit method) at the end of the year. Actuarial losses/ gains are recognized in the Statement of Profit and Loss in the year in which they arise. The contributions made to the trust are recognized as plan assets. The defined benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets.

The Company contributed Rs. 146 Mn (31 March 2020 Rs.130 Mn) during the year to the Trust, which has been charged to Statement of Profit and Loss.

*The resultant impact on the cash flow hedge reserve for the year ended March 31, 2021 and March 31, 2020; on account of changes in the fair value has been reconciled in Note No. 12

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing.

(ii) Financial risk management

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The borrowing of the Company constitute loan taken only for vehicle purchased. All the finances are made out of internal accruals. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its operations. The Company''s principal financial assets include loans, trade and other receivables, and cash and short-term deposits that derive directly from its operations. The Company also hold investments measured at fair value through profit or loss (FVTPL) and enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company''s senior management that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments measured at FVTPL and derivative financial instruments.

- Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

There are no significant borrowings on the financial statements. Hence, there is no significant concentration of interest rate risk.

- Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

Unhedged foreign currency exposure(b) Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. Trade Receivables

The customers of the Company are primarily corporations based in the United States of America and Europe and accordingly, trade receivables are concentrated in the respective countries. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivables. . The Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate. In calculating expected credit loss, the Company has also taken into account estimates of possible effect from the pandemic relating to COVID-19.

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company''s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company''s Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

Liquidity Risk

The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding borrowings except term loans and working capital limits from banks. The term loans are secured against hypothecation of the vehicles (refer note 13), and working capital limit is secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company . However, the Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

Capital Management

a) Risk management

For the Company''s capital management, capital includes issued equity share capital, securities premium and all other equity reserves attributable to the shareholders. The primary objectives of the Company''s capital management are to maximise the shareholder value and safeguard their ability to continue as a going concern. The Company has no outstanding borrowings except term loans and working capital limits from banks. The term loans are secured against hypothecation of the vehicles (refer note 13), and working capital limit is secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company. The Company has complied with the financial covenants attached with above stated borrowings throughout the reporting period. The funding requirements are generally met through operating cash flows generated. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2021 and 31 March 2020.

Terms and Conditions

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. For the year ended 31 March 2021, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2020: INR Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

The recovery of bank guarantee charges from subsidiaries are made on terms equivalent to those that prevail in arm''s length transactions.

Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders.

Contingent liabilities and contingent assets

(a) Contingent liabilities

The Company had contingent liabilities in respect of:

Claims against the Company not acknowledged as debts:

Income tax matters pending disposal by the tax authorities Rs. 332 Mn (Previous Year Rs. 126 Mn)

The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company''s management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company''s results of operations or financial condition. Further, it is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

The Company does not expect any reimbursements in respect of the above contingent liabilities.

Income tax

Claims against the Company not acknowledged as debts as on March 31,2020 include demand from the Indian Income-tax authorities for payment of tax of Rs. 332 Mn (31 March 2020 - Rs. 126 Mn), upon completion of the tax assessment for the financial years starting from 2006-07 to 2010-11,2012-13 and 2015-16.

The tax demand for the financial years starting from 2005-06 to 2010-11 includes disallowance of apportion of the deduction claimed by the Company under Section 10B of the Income Tax Act, 1961 as determined by the ratio of export turnover to total turnover. The disallowances arose mainly due the fact that tax authority had considered all units as one for computation of tax deduction/exemption instead of calculating each unit''s eligibility separately. Tax demand for financial years starting from 2005-06 to 2010-11,2012-13 and 2015-16 also includes disallowances on account of brought forward unabsorbed depreciation, Bad debts written-off, Section 14A read with Rule 8D, One time lease rent, Bank''s Guarantee Commission and towards transfer pricing.

a) The matters for the FY 2005-06 was decided by the Hon''ble Delhi ITAT in favour of the Company, Department filed appeal before the Delhi High Court against the said order. Appeals have been filed both by the department and the Company during the year for the FYs 2006-07 and 2007-08 before the Hon''ble High Court against the order dtd January 28, 2020 issued by ITAT for matters decided in favour of Company and Department respectively.

b) The matters for financial years starting from 2008-09 to 2010-11 are pending before Hon''ble ITAT, Delhi

c) The matters for financial year 2012-13 were decided in favour of the company by the Commissioner of Income Tax (Appeals) Delhi. However, the Income-tax Department had filed the appeals with the ITAT, Delhi and are pending for disposal.

d) The matters for financial year 2015-16 are pending with the Commissioners of Income Tax (Appeals), Delhi and are pending adjudication.

The Company is contesting the demand and the management including its tax advisors are confident that its position will likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company''s financial position and results of operations.

(b) Contingent assets

The Company does not have any contingent assets as at 31 March 2021 and 31 March 2020.

Share-based stock payments (a) Employee option plan

The establishment of the Coforge Employee Stock Option Plan 2005 (erstwhile NIIT Technologies Employee Stock Option Plan 2005) was approved by the shareholders at the annual general meeting held on May 18, 2005. The ESOP 2005 is designed to offer and grant, for the benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters), options of the Company in aggregate up to 3,850,000 options under ESOP 2005, in one or more Tranches. Further this limit is increased by 900,000 by Board of Directors in their meeting held on February 21, 2020. Under the plan, participants are granted options which vest upon completion of such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.

Participation in the plan is at the board''s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the Company for such shares at a price to be determined in accordance with ESOP 2005. SEBI has issued the SEBI (Share Based Employee Benefits) Regulations, 2014 which is applicable to the above ESOP 2005.

Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue. Applying the practical expedient as given in IndAS115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the entity''s performance completed to date, typically those contracts where invoicing is on time and material basis, fixed monthly / fixed capacity basis and transaction basis. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, and adjustment for revenue that has not materialized and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31,2021, other than those meeting the exclusion criteria mentioned above, is Rs. 267 Mn (Previous Year Rs. 765 Mn). Out of this, the Company expects to recognize revenue of around Rs. 267 Mn (Previous Year Rs. 700 Mn) within the next one year. This includes contracts that can be terminated for convenience without a substantive penalty since, based on current assessment, the occurrence of the same is expected to be remote.

5 Segment Information

As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a parent as well as the parent''s separate financial statements, segment information is required only in the consolidated financial statements, accordingly no segment information is disclosed in these standalone financial statements of the Company.

(ii) Shareholders Agreement to regulate the rights and obligations of the shareholders, inter se and for the internal management of the Investee Company.

Out of this, equity shares equivalent to 35% of the total issued and paid up share capital of the Investee Company were purchased on April 12, 2021 (“Tranche 1”) and equity shares equivalent to 25% of the total issued and paid up share capital of the Investee Company were purchased on April 28, 2021 (“Tranche 2”) , aggregating to 60% 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.

For acquiring 60% stake in the Investee Company, the Company invested Rs. 9,183 Mn. The Company funded this transaction partially from Redeemable Non-Convertible Bonds amounting to Rs. 3,400 Mn and balance through internal accruals.

Previous year figures have been reclassified to conform to current year''s classification.

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Mar 31, 2018

1. Critical estimates and judgments:

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the Company’s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

Areas involving critical estimates and judgments are:

- Estimated goodwill impairment - Note 4

- Estimated useful life of intangible asset - Note 4

- Estimation of defined benefit obligation - Note 14

- Estimation of provision for customer contracts - Note 14

- Impairment of trade receivables - Note 5 (iv)

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the group and that are believed to be reasonable under the circumstances.

# 0 represents amount is below the rounding off norm adopted by the Company (i) Impairment tests for Goodwill

a) Significant estimates: Key assumptions used for value-in-use calculations

The Company tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of a cash generating unit (CGU) is determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a five-year period.

Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. These growth rates are consistent with forecasts included in industry reports specific to the industry in which each CGU operates.

Management has determined the values assigned to each of the above key assumptions as follows:

Assumption Approach used to determining values

Revenue Average annual growth rate over the five-year forecast period;

based on past performance and management’s expectations of market development.

Budgeted operating margin Based on past performance and management’s expectations for

the future.

Pre-tax discount rates Reflect specific risks relating to the relevant segments and the countries in which they operate.

b) Significant estimate: impairment charge

The Company has performed impairment testing for the above CGU and no impairment charge has been identified.

c) Significant estimate: Impact of possible changes in key assumptions

Goodwill is monitored by the management at the level of identified CGU to which the goodwill pertains to.

Provision Tree

If the budgeted gross margin used in the value-in-use calculation for the Provision Tree CGU had been 1% lower than management’s estimates at 31 March 2018, the Company would still have a higher recoverable amount and no additional impairment against the carrying amount of goodwill will be charged.

If the pre-tax discount rate applied to the cash flow projections of this CGU had been 1% higher than management’s estimates (18% instead of 17%), the recoverable amount of the Company would still be higher than the carrying amount and no impairment against the carrying amount of goodwill would have to be recorded.

The Company has considered and assessed reasonably possible changes for other key assumptions and have not identified any instances that could cause the carrying amount of any CGU to exceed its recoverable amount.

Terms and rights attached to equity shares

Equity Shares: The Company has one class of equity shares having a par value of Rs.10 per share. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Shares reserved for issue under options

Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in Note 32.

* Subsidiary has declared the dividend on which Dividend distribution tax was paid by the subsidiary which has been adjusted with dividend tax liability to be payable on dividend distributed by the company pursuant to the provisions of Income Tax Act, 1961.

# Certain adjustments pertaining to past business combination, which were recorded as common control.

General reserve

The General Reserve is as per the requirements of Companies Act, 2013 in respect of companies incorporated in India. General reserve, if any, of overseas subsidiaries are included as part of the retained earnings.

Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act 2013.

Share options outstanding account

The share options outstanding account is used to recognize the grant date fair value of options issued to employees under NIIT Technologies Stock Option Plan 2005.

Nature and purpose of other reserves

Cash flow hedging reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecasted transactions, i.e., Revenue, as described within Note 26. For hedging foreign currency risk, the Company uses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges are effective; the change in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount recognized in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item i.e., revenue effects profit and loss.

(a) Term loans from Financial Institution are secured by way of hypothecation of the vehicles financed. The loan amounts along with interest are repayable over the period of 3 to 5 years (equal monthly installments) from the date of sanction of loan. The interest rate on above loans are within the range of 9.75% to 10.35%.

(b) The carrying amount of assets pledged as security for current and non-current borrowings are disclosed in note 3.

* In accordance with Guidance note on Division II Ind AS Schedule III to the Companies Act 2013, issued in July 2017,

Deferred Payment Liabilities which were earlier grouped under Non Current Trade Payables, are now reclassified as Non Current Borrowings.

(a) There are no amounts due for payment to the Investor Education and Protection Fund under Section 125(2)(c) of the Companies Act, 2013 (earlier section 205C of the Companies Act, 1956) as at the year end.

Risk Exposure

Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are market volatility, changes in inflation, changes in interest rates, rising longevity, changing economic environment, regulatory changes etc. The Company ensures that the investment positions are managed within an asset-liability matching framework that has been developed to achieve investments which are in line with the obligations under the employee benefit plans. Within this framework, the Company’s asset-liability matching objective is to match assets to the obligations by investing in securities to match the benefit payments as they fall due.

The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from employee benefit obligations. The Company has not changed the processes used to manage its risks from previous periods. Investments are well diversified, such that failure of any single investment should not have a material impact on the overall level of assets.

(e) Defined benefit liability and employer contributions

The Company monitors the funding levels on an annual basis and the current agreed contribution rate is 12% of the basic salaries in India.

The expected maturity analysis of defined benefit obligations:

(iv) Defined benefit plans

Employees Provident Fund contributions are made to a Trust administered by the Company. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of the year. Actuarial losses/ gains are recognized in the Statement of Profit and Loss in the year in which they arise. The contributions made to the trust are recognized as plan assets. The defined benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets.

The Company contributed Rs. 89 Mn (31 March 2017 Rs.85 Mn) during the year to the Trust, which has been charged to Statement of Profit and Loss.

23 Details of exceptional Items charged to the Statement of Profit and Loss

During December, 2016, the Group signed a settlement agreement with a government customer in respect of a contract that was put on hold by the customer during the quarter ended June 30, 2016 to resolve certain project related issues. The provisions/write offs amounting to Rs. 362 mn in respect of all amounts outstanding relating to this project were reported as "Exceptional Items” during the quarter ended June 30,2016. Consequent to the partial receipt of the settlement amount before the year end, Rs. 221 mn (net of the partial settlement amount received) continue to be reported as "Exceptional Items”. Revenue amounting to Rs. 270 mn for services contracted, has been recognized as a result of settlement, in the Statement of Profit and Loss during the year ended March 31, 2017.

24 Income tax expense

This note provides an analysis of the Company’s income tax expense, show amounts that are recognized directly in equity and how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the Company’s tax positions.

Income tax expense 499 319

# 0 represents amount is below the rounding off norm adopted by the Company

The Company determines taxes on income in accordance with the applicable provisions of Income Tax Act, 1961 ("Act”). The Company also claims deductions under sections 10AA and 80 IAB in respect of its Unit and Developer Operations, respectively, in Special Economic Zone (SEZ). The payments under Minimum Alternate Tax (MAT) can be carried forward and can be set off against future tax liability. Accordingly, a sum of Rs. 691 Mn (Previous Year Rs.622 Mn) has been shown under "Deferred tax assets”. Further, during the year, the Company has created MAT credit of Rs. 69 Mn (Previous Year Rs. 102 Mn).

In addition to Indian operations, the Company has accounted for the tax liability/reliefs in respect of its branches having operations in the United States of America (USA) ,Ireland , Belgium and Switzerland in accordance with the tax legislations applicable in the respective jurisdiction.

The carrying amounts of trade receivables, capital creditors, unbilled revenue, Security deposits, unpaid dividend account, Long term deposits with bank, cash and cash equivalents, Borrowings, obligation under finance lease, Trade and other payables, unclaimed dividend are considered to be the same as their fair values, due to their short term nature.

Investments in equity instruments (Unquoted) are carried at cost.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The fair values for security deposits were calculated based on cash flows discounted using a current lending rate.

(i) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:

(a) recognized and measured at fair value, and

(b) measured at amortized cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.

An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net asset value.

Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on Company-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level

3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices for similar instruments.

- Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.

- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

2. Financial risk management

The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and short-term deposits that derive directly from its operations. The Company also hold investments measured at fair value through profit or loss (FVTPL) and enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below:

(i) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments measured at FVTPL and derivative financial instruments.

- Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

There are no significant borrowings on the financial statements. Hence, there is no significant concentration of interest rate risk.

- Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries. The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted sales.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

At 31 March 2018, the Company hedged 75% (31 March 2017: 75%), of its expected foreign currency sales. Those hedged sales were highly probable at the reporting date. This foreign currency risk is hedged by using foreign currency forward contracts.

*Holding all other variables constant

# 0 represents amount is below the rounding off norm adopted by the Company *The resultant impact on the cash flow hedge reserve for the year ended March 31, 2018 and March 31, 2017; on account of changes in the fair value has been reconciled in Note No. 12

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing.

(ii) Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade Receivables

The customers of the company are primarily corporations based in the United States of America and Europe and accordingly, trade receivables are concentrated in the respective countries. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivables. The Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate.

The following table gives the movement in allowance for expected credit loss for the year ended March 31, 2018:

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company’s Finance Committee. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

(III) Liquidity Risk

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding borrowings except term loans and working capital limits from banks. The term loans are secured against hypothecation of the vehicles (refer note 13), and working capital limit is secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company . However, the Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

(IV) Maturities of financial liabilities

The table below provides details regarding the contractual maturities of significant financial liabilities as of March 31, 2018: Balances due within and after 12 months equal their carrying balances as the impact of discounting is not significant.

3.Capital Management a) Risk management

For the Company’s capital management, capital includes issued equity share capital, share premium and all other equity reserves attributable to the shareholders. The primary objectives of the Company’s capital management are to maximize the shareholder value and safeguard their ability to continue as a going concern. The Company has no outstanding borrowings except term loans and working capital limits from banks. The term loans are secured against hypothecation of the vehicles (refer note 13), and working capital limit is secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company. The Company has complied with the financial covenants attached with above stated borrowings throughout the reporting period. The funding requirements are generally met through operating cash flows generated. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2018 and 31 March 2017.

4. B Related party transactions

a. Name of related parties and description of relationship

Nature of relationship Name of the Company

Subsidiary Companies Interest in subsidiaries are set out in Note-29 A above

Parties of whom the Company is an NIIT Limited , India (Through its subsidiary Evolve Services Limited , India) associate and their subsidiaries: NIIT USA Inc., USA

NIIT Institute of Finance Banking and Insurance Training Limited

Key Managerial Personnel Rajendra S Pawar, Chairman

Vijay K Thadani, Non-Executive Director Arvind Thakur, Vice Chairman and Managing Director Sudhir Singh, Chief Executive Officer Amit Kumar Garg, Chief Financial Officer Lalit Kumar Sharma, Company Secretary and Legal Counsel Parties in which the Key Managerial Naya Bazaar Novelties Private Limited Personnel of the Company are interested: NIIT Institute of Information Technology

NIIT University

NIIT Foundation

Indian School of Business

b. List of other related parties

Particulars Country Nature of relationship

NIIT Technologies Limited Employees Provident Fund Trust India Post-employment benefit plan

NIIT Technologies Limited Employees Group Gratuity Scheme India Post-employment benefit plan

NIIT Technologies Superannuation Scheme India Post-employment benefit plan

Refer to Note 14 for information and transactions with post-employment benefit plans mentioned above.

*As gratuity and compensated absences are computed for all the employees in aggregate, the amounts relating to the key managerial personal can not be individually identified.

** It is not paid to key management personnel.

#0 represents amount is below the rounding off norm adopted by the Company.

There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been recognized in respect of impaired receivables due from related parties. f. Terms and Conditions

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. For the year ended 31 March 2018, the Group has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2017: INR Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

The recovery of bank guarantee charges from subsidiaries are made on terms equivalent to those that prevail in arm’s length transactions.

Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders.

ii) The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company’s management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company’s results of operations or financial condition. Further, it is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

iii) The Company does not expect any reimbursements in respect of the above contingent liabilities.

iv) Income tax

Claims against the Company not acknowledged as debts as on March 31,2018 include demand from the Indian Income tax authorities for payment of tax of Rs. 326 Mn (31 March 2017 - Rs. 334 Mn), upon completion of their tax assessment for the financial years starting from financial year 2005-06 to financial year 2012-13.

Demand for financial year starting from financial year 2005-06 to financial year 2010-11 includes disallowance of apportion of the deduction claimed by the Company under Section 10B of the Income Tax Act, 1961 as determined by the ratio of export turnover to total turnover. The disallowance arose mainly due the fact that tax authority considered all units as one for computation of tax deduction/exemption instead of calculating each unit’s eligibility separately. Demand for financial year starting from financial year 2006-07 to financial year 2012-13 also includes disallowance on account of brought forward unabsorbed depreciation on demerger, Section 14A read with Rule 8D and towards transfer pricing. The matters for financial year starting from financial year 2005-06 to financial year 2010-11 & financial year 2012-13 are pending before Hon’ble Income Tax Appellate Tribunal (ITAT), Delhi. The matters for financial year 2011-12 was duly accepted by the Commissioner of Income Tax (Appeals) Delhi. The company is contesting the demand and the management including its tax advisors believes that its position will likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s financial position and results of operations.

(b) Contingent assets

The Company does not have any contingent assets as at 31 March 2018 and 31 March 2017.

* Amount of estimated value of contracts in capital account remaining to be executed are net of capital advance of Rs. Nil (31 March 2017: Rs. 3 Mn)

(b) Non cancellable operating leases:

The Company leases various offices and equipments under non cancellable operating lease expiring within five years. The leases have varying terms, escalation clause and renewal rights. On renewal the terms of the leases are renegotiated.

Aggregate rental expense during the period under operating leases amount to Rs. 126 Mn (March 31, 2017 Rs. 139 Mn)

5.Share-based stock payments

(a) Employee option plan

The establishment of the NIIT Technologies Stock Option Plan 2005 (ESOP 2005) was approved by the shareholders at the annual general meeting held on May 18, 2005. The ESOP 2005 is designed to offer and grant, for the benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters), options of the Company in aggregate up to 3,850,000 options under ESOP 2005, in one or more Tranches. Under the plan, participants are granted options which vest upon completion of such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard. Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the Company for such shares at a price to be determined in accordance with ESOP 2005. SEBI has issued the SEBI (Share Based Employee Benefits) Regulations, 2014.

* The weighted average share price at the date of exercise of options exercised during the year ended 31 March 2018 was INR 638 Mn (31 March 2017 - INR 449 Mn)

No options expired during the periods covered in the above tables.

Stock Options

Options granted to employees under the ESOP 2005 are considered to be potential equity shares. They have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in note 32.

6. Segment Information

As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a parent as well as the parent’s separate financial statements, segment information is required only in the consolidated financial statements, accordingly no segment information is disclosed in these standalone financial statements of the Company.

7. Events Occurring after the reporting period

Refer to Note 27(b) for the final dividend recommended by the director which is subject to the approval of the shareholders in the ensuing annual general meeting.

8. Acquisition of second tranche in Incessant

As per the terms of share purchase agreement dated May 05,2015 signed between the Company and Shareholders of Incessant, the Company acquired 19% shareholding of Incessant in May 2017 for cash consideration of Rs 1,036 Mn. Pending acquisition of 30% shareholding, the group has attributed the profit and each component of OCI (if any) to Non Controlling Interest, which is included in future acquisition liability.

As at March 31,2018 the Company holds 70% shareholding in Incessant Technologies Private Limited (Incessant). The Company has entered into an amendment agreement dated March 23,2018 with the shareholders of Incessant, whereby instead of acquiring balance 30% shareholding next year it will acquire the same in two tranches of 20% and 10% over next two years.

9. Scheme of amalgamation

The Board of Directors of the Company has, in its meeting held on March 24, 2017, approved the amalgamation of PIPL Business Advisors and Investment Private Limited (“PBIPL”) and GSPL Advisory Services and Investment Private Limited (“GAIPL”) with NIIT Technologies Limited (“the Company or NTL”) by way of and in accordance with a scheme of amalgamation as per the provisions of Sections 230 to 232 and any other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the “Scheme”). PBIPL and GAIPL holds 3.55% each of share capital of NIIT Technologies Limited and form part of promoter/ promoter group of NIIT Technologies Limited. From the effective date, pursuant to the Scheme, the entire shareholding of PBIPL and GAIPL in the Company shall stand cancelled and the equivalent shares of the Company shall be re-issued to the shareholders of PBIPL and GAIPL as on the record date to be fixed for the purpose.

Pursuant to the proposed amalgamation of PBIPL and GAIPL with the Company, there will be no change in the promoter’s shareholding in the Company. All cost and charges arising out of this proposed scheme of amalgamation shall be borne by the promoter. The aforesaid Scheme is subject to various regulatory and other approvals and sanction by National Company Law Tribunal, New Delhi Bench.

10. Previous year figures have been reclassified to conform to current year’s classification.

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Mar 31, 2017

Background

NIIT Technologies Limited (“the Company”) is a Company limited by shares, incorporated and domiciled in India. The Company delivers services around the world directly and through its network of subsidiaries and overseas branches. The Company is rendering Information Technology solutions and is engaged in Application Development and Maintenance, Managed Services, Cloud Computing and Business Process Outsourcing to organizations in a number of sectors viz. Financial Services, Insurance, Travel, Transportation and Logistics, Manufacturing and Distribution and Government. The Company is a public listed Company and is listed on Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

1 Critical estimates and judgments

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the Company’s accounting policies.

This Note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in relevant Notes together with information about the basis of calculation for each affected line item in the financial statements.

Areas involving critical estimates or judgments are:

- Estimated goodwill impairment - Note 4

- Estimated useful life of intangible asset - Note 4

- Estimation of defined benefit obligation - Note 16

- Estimation of provision for customer contracts - Note 15

- Impairment of trade receivables - Note 5 (iv)

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the group and that are believed to be reasonable under the circumstances.

2 Intangible Assets

(i) Significant estimate: useful lives of intangible assets

The Company estimates 3 years as the useful life in case of computer softwares used for business and for project specific softwares, the Company amortises the assets according to the project duration.

If the useful life of assets was reduced by 2 years, there would be no significant impact on acquired intangible assets. For project specific cases, the carrying value would be reduced by Rs. 92 Mn.

(ii) Impairment tests for Goodwill

a) Significant estimates: Key assumptions used for value-in-use calculations

The Company tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of a cash generating unit (CGU) is determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by the management covering a five-year period.

Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. These growth rates are consistent with forecasts included in industry reports specific to the industry in which each CGU operates.

b) Significant estimate: impairment charge

The Company has performed impairment testing for the above CGU and no impairment charge has been identified.

c) Significant estimate: Impact of possible changes in key assumptions

Goodwill is monitored by the management at the level of identified CGU to which the goodwill pertains to.

Provision Tree CGU:

If the budgeted gross margin used in the value-in-use calculation for the Provision Tree CGU had been 1% lower than management’s estimates at 31 March 2017 (1% instead of 2%), the Company would still have a higher recoverable amount and no additional impairment against the carrying amount of goodwill will be charged. If the pre-tax discount rate applied to the cash flow projections of this CGU had been 1% higher than management’s estimates (18% instead of 17%), the recoverable amount of the Company would still be higher than the carrying amount and no impairment against the carrying amount of goodwill would have to be recorded.

The Company has considered and assessed reasonably possible changes for other key assumptions and have not identified any instances that could cause the carrying amount of any CGU to exceed its recoverable amount.

Nature and purpose of other reserves

(i) Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act 2013.

(ii) Share options outstanding account

The share options outstanding account is used to recognize the grant date fair value of options issued to employees under NIIT Technologies Stock Option Plan 2005.

(iii) Cash flow hedging reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecasted transactions, i.e. revenue, as described within Note 29. For hedging foreign currency risk, the Company uses foreign currency forward contracts which are designated as cash flow hedges. To the extent these hedges are effective; the change in fair value of the hedging instrument is recognized in the cash flow hedging reserve. Amount recognized in the cash flow hedging reserve is reclassified to profit or loss when the hedged item effects profit and loss, i.e. revenue.

The above sensitivity analysis is based on a change in assumption while holding all other assumptions constant. In practice this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

Risk Exposure

Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are market volatility, changes in inflation, changes in interest rates, rising longevity, changing economic environment, regulatory changes etc. The Company ensures that the investment positions are managed within an asset-liability matching framework that has been developed to achieve investments which are in line with the obligations under the employee benefit plans. Within this framework, the Company’s asset-liability matching objective is to match assets to the obligations by investing in securities to match the benefit payments as they fall due.

The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from employee benefit obligations. The Company has not changed the processes used to manage its risks from previous periods. Investments are well diversified, such that failure of any single investment should not have a material impact on the overall level of assets.

(e) Defined benefit liability and employer contributions

The Company monitors the funding levels on an annual basis and the current agreed contribution rate is 12% of the basic salaries in India.

The expected maturity analysis of defined benefit obligations:

(iii) Defined contribution plans

The Company makes contribution towards Superannuation Fund, Pension Fund, Employee State Insurance Fund and Overseas Plans (related to the branches in the United States of America, Ireland, Belgium and Switzerland), being defined contribution plans for eligible employees. The Company has charged the following amount in the Statement of Profit and Loss:

The expense recognized during the period towards defined contribution plan is as follows:

(iv) Defined benefit plan- Provident Fund

Employees Provident Fund contributions are made to a Trust administered by the Company. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of the year. Actuarial losses/ gains are recognized in the Statement of Profit and Loss in the year in which they arise. The contributions made to the trust are recognized as plan assets. The defined benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets.

The Company contributed Rs.86 Mn(31 March 2016 Rs.78 Mn) during the year to the Trust, which has been charged to Statement of Profit and Loss.

3 (a) Expenses recognized during the year are net of recoveries towards common services at cost from domestic subsidiaries amounting to Rs.21 Mn (31 March 2016 - Rs. 21 Mn ).

4 Details of exceptional Items charged to the Statement of Profit and Loss

(a) During December, 2016, the Group signed a settlement agreement with a government customer in respect of a contract that was put on hold by the customer during the quarter ended 30 June 2016 to resolve certain project related issues. The provisions/write offs amounting to Rs. 362 mn (including Rs 218 Mn related to provision for doubtful debts) in respect of all amounts outstanding relating to this project were reported as an exceptional item during the quarter ended 30 June 2016. Consequent to the partial receipt of the settlement amount before the year end, Rs. 221 mn (net of the partial settlement amount received) continue to be reported as an exceptional item. Revenue amounting to Rs. 270 mn for services contracted, has been recognized as a result of settlement, in the Statement of Profit and Loss during the year ended 31 March 2017.

(b) During the year ended 31 March 2016 ,additional provision amounting to Rs 6 Mn for bonus related to the period 01 April 2014 to 31 March 2015 pursuant to retrospective amendment to “The Payment of Bonus Act, 1965” notified on 01 January 2016 was reported as an exceptional item.

5 Income tax expense

This Note provides an analysis of the Company’s income tax expense, show amounts that are recognized directly in equity and how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the Company’s tax positions.

The Company determines taxes on income in accordance with the applicable provisions of Income Tax Act, 1961 (“Act”). The Company also claims deductions under sections 10AA and 80 IAB in respect of its Unit and Developer Operations, respectively, in Special Economic Zone (SEZ). The payments under Minimum Alternate Tax (MAT) can be carried forward and can be set off against future tax liability. Accordingly, a sum of Rs.622 Mn (31 March 2016 Rs. 520 Mn) has been shown under “Deferred tax assets”. Further, during the year, the Company has created MAT credit of Rs.102 Mn (31 March 2016 Rs. 318 Mn).

In addition to Indian operations, the Company has accounted for the tax liability/reliefs in respect of its branches having operations in the United States of America (USA) ,Ireland , Belgium and Switzerland in accordance with the tax legislations applicable in the respective jurisdiction.

There are no financial liabilities measured at fair value as at 31 March, 2017; 31 March , 2016 and 01 April, 2015 except as stated in Note 41.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net asset value.

Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3. (Refer Note 41)

The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices for similar instruments.

- The fair value of forward foreign exchange contracts is determined using Mark to Market Valuation by the respective bank at the balance sheet date.

- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

(iii) Fair value of financial assets and liabilities measured at amortised cost

The carrying amounts of trade receivables, trade payables, capital creditors and cash and cash equivalents are considered to be the same as their fair values, due to their short term nature.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The fair values for security deposits were calculated based on cash flows discounted using a current lending rate.

6 Financial risk management

The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and short-term deposits that derive directly from its operations. The Company also hold investments measured at fair value through profit or loss (FVTPL) and enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

(i) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments measured at FVTPL and derivative financial instruments.

- Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

There are no significant borrowings on the financial statements. Hence, there is no significant concentration of interest rate risk.

- Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

The Company operates internationally and a major portion of the business is transacted in several currencies. Consequently, the Company is exposed to foreign exchange risk through receiving payment for sales and services across the globe in various foreign currencies. The exchange rate risk primarily arises from foreign exchange revenue, receivables, cash balances, forecasted cash flows and payables. A portion of our revenue is in U.S. Dollars, United Kingdom Pound Sterling, Euros, and Australian Dollars while a large portion of the costs are in Indian Rupees.

The Company evaluates its exchange rate exposure arising from these transactions and enters into foreign exchange forward contracts to hedge forecasted cash flows denominated in foreign currency and mitigate such exposure.

a) Sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and the impact on other components of equity arises from foreign forward exchange contracts designated as cash flow hedges.

*The resultant impact on the cash flow hedge reserve for the year ended 31 March, 2017 and 31 March, 2016; on account of changes in the fair value has been reconciled in Note 13.

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing.

(ii) Credit Risk

Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to Rs. 2,317 Mn and Rs. 2,507 Mn as of 31 March,2017 and 31 March,2016, respectively and unbilled revenue amounting to Rs. 255 Mn and Rs. 264 Mn as of 31 March,2017 and 31 March,2016, respectively. Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned through subsidiaries, government customers and other corporate customers. Since the Company earns major revenues from its subsidiaries where the payment is received as and when it is due. For other customers, the Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate.

The following table gives the movement in allowance for expected credit loss for the year ended 31 March, 2017:

(III) Liquidity Risk

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding borrowings except term loans and working capital limits from banks. The term loans are secured against hypothecation of the vehicles (refer Note 14), and working capital limit is secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company .

However, the Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

(IV) Maturities of financial liabilities

The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March, 2017:

7 Capital Management

a) Risk management

For the Company’s capital management, capital includes issued equity share capital, share premium and all other equity reserves attributable to the shareholders. The primary objectives of the Company’s capital management are to maximise the shareholder value and safeguard their ability to continue as a going concern. The Company has no outstanding borrowings except term loans and working capital limits from banks. The term loans are secured against hypothecation of the vehicles (refer Note 14), and working capital limit is secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company. The Company has complied with the financial covenants attached with above stated borrowings throughout the reporting period.

b) Dividends

8A Interests in other entities

(i) Interest in subsidiaries

The Company’s subsidiaries at 31 March 2017 are set out below. Unless otherwise stated, they have share capital consisting solely of equity shares that are held directly by the Company and the proportion of ownership interests held equals the voting rights held by the Company. The country of incorporation or registration is also their principal place of business.

9 Contingent liabilities and contingent assets

(a) Contingent liabilities

The Company had contingent liabilities in respect of:

ii) The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company’s management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company’s results of operations or financial condition. Further, it is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

iii) The Company does not expect any reimbursements in respect of the above contingent liabilities.

iv) Income tax

Claims against the Company not acknowledged as debts as on 31 March,2017 include demand from the Indian Income tax authorities for payment of tax of Rs. 334 Mn (31 Match 2016 - Rs. 325 Mn 1 April 2015 Rs. 300 Mn), upon completion of their tax assessment for the financial years starting from financial year 2005-06 to financial year 2012-13.

Demand for financial year starting from financial year 2005-06 to financial year 2010-11 includes disallowance of apportion of the deduction claimed by the Company under Section 10B of the Income Tax Act, 1961 as determined by the ratio of export turnover to total turnover. The disallowance arose mainly due the fact that tax authority considered all units as one for computation of tax deduction/exemption instead of calculating each unit eligibility separately. Demand for financial year starting from financial year 2006-07 to financial year 2012-13 also includes disallowance on account of brought forward unabsorbed depreciation on demerger, Section 14A read with Rule 8D and towards transfer pricing. The matters for financial year starting from financial year 2005-06 to financial year 2007-08 are pending before Hon’ble Income Tax Appellate Tribunal (ITAT), Delhi. The matters for financial year starting from financial year 2008-09 to financial year 2012-13 are pending before the Commissioner of Income Tax (Appeals) Delhi. The Company is contesting the demand and the management including its tax advisors believes that its position will likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s financial position and results of operations.

(b) Contingent assets

The Company does not have any contingent assets as at 31 March 2017, 31 March 2016 and 1 April 2015.

10 Commitments

(a) Capital expenditure contracted for at the end of the reporting period but not recognized as liabilities is as follows:

* Amount of estimated value of contracts in capital account remaining to be executed are net of capital advance of Rs 3 Mn (31 March 2016: Rs. 3 Mn; 01 April 2015: Rs. 41 Mn)

(b) Non-cancellable operating leases:

The Company leases various offices and equipments under non cancellable operating leases expiring within five years. The leases have varying terms, escalation clause and renewal rights. On renewal the terms of the leases are renegotiated.

Commitments for future minimum lease payments in relation to non-cancellable operating leases are payable as follows:

Aggregate rental expense during the period under operating leases amount to Rs. 139 Mn (31 March, 2016 - Rs.165 Mn)

11 Share-based stock payments

(a) Employee option plan

“The establishment of the NIIT Technologies Stock Option Plan 2005 (ESOP 2005) was approved by the shareholders at the annual general meeting held on 18 May, 2005. The ESOP 2005 is designed to offer and grant, for the benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters), options of the Company in aggregate up to 3,850,000 options under ESOP 2005, in one or more Tranches. Under the plan, participants are granted options which vest upon completion of such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard. Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the Company for such shares at a price to be determined in accordance with ESOP 2005. SEBI has issued the SEBI (Share Based Employee Benefits) Regulations, 2014 which is applicable to the above ESOP 2005. Once vested, the options remain exercisable for a period of three years.

i) Set out below is a summary of options granted under the plan:

* The weighted average share price at the date of exercise of options exercised during the year ended 31 March 2017 was INR 260.35 (31 March 2016 - INR 202.31)

No options expired during the periods covered in the above tables.

ii) Share options outstanding at the end of the year have the following expiry date and exercise prices:

iii) Fair value of options granted

The fair value at grant date is determined using the Black Scholes Model as per an independent valuer’s report, having taken into consideration the market price being the latest available closing price prior to the date of the grant, exercise price being the price payable by the employees for exercising the option and other assumptions as annexed below:

Stock Options

Options granted to employees under the ESOP 2005 are considered to be potential equity shares. They have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in Note 34.

12 Segment Information

As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a parent as well as the parent’s separate financial statements, segment information is required only in the consolidated financial statements, Accordingly, no segment information is disclosed in these standalone financial statements of the Company.

13 Business Combinations

The Company ( Transferee) signed Business Transfer Agreements with its following step-down subsidiaries ( the Transferors) to acquire business on “as it is basis” with effective date of 1 April, 2016:

- NIIT Technologies AG, Switzerland

- NIIT Technologies NV, Belgium

The aforesaid transaction, being common control business combination has been accounted for using the pooling of interest method as follows:

- The assets and liabilities of the Transferors are reflected at their carrying amounts.

- No adjustments have been made to reflect fair values, or to recognize any new assets or liabilities.

- The balance of retained earnings appearing in the financial statements of the Transferors is adjusted with the corresponding balance appearing in the financial statements of the Transferee.

- The difference between the amounts recorded as consideration in the form of cash and the amount of share capital of the Transferors is transferred to capital reserve and is presented separately in the financial statements. [Refer Note 12] -The financial information in the financial statements in respect of prior periods has been restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.

The resultant impact of this transaction on the balance sheet as at 01 April 2015 is as follows:

14 Events Occurring after the reporting period

Refer to Note 30(b) for the final dividend recommended by the Board of Directors which is subject to the approval of the shareholders in the ensuing annual general meeting.

15 First- time adoption of Ind AS Transition to Ind AS

These are the Company’s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in Note 1 have been applied in preparing the financial statements for the year ended 31 March 2017, the comparative information presented in these financial statements for the year ended 31 March 2016 and in the preparation of an opening Ind AS balance sheet at 1 April 2015 (the date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

A.1 Ind AS optional exemptions A.1.1 Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. This exemption has also been used for intangible assets covered by Ind AS 38 Intangible Assets.

Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

A.1.2 Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at Fair Value through Profit or Loss Account on the basis of the facts and circumstances at the date of transition to Ind AS.

The Company has elected to apply this exemption for its investment in equity investments.

A.1.3 Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material.

Lease arrangements including both land and building have been separately evaluated for finance or operating lease at the date of transition to Ind ASs basis the facts and circumstances existing as at that date.

The Company has elected to apply this exemption for such contracts/arrangements.

A.1.4 Investments in subsidiaries, joint ventures and associates

As per Ind AS 27, the Company has the option to value its investment in subsidiaries, joint ventures and associates at Cost.

The Company has elected to apply this exemption for such investments.

A.1.5 Business Combinations

The Company has availed the option to not apply Ind AS 103, retrospectively to business combinations that occurred prior to the transition date.

A.1.5 Share based payment transactions

The Company has availed the option to apply Ind AS 102 Share-based payment to equity instruments that vested before date of transition to Ind ASs.

A.1.6 Fair Value Measurement of financial assets or financial liabilities at initial recognition

Ind AS 109 requires to initially recognize financial assets and liabilities at fair value and if the fair value differs from transaction price, the difference is recognized as gain or loss. The Company has elected to apply these requirements of initial recognition prospectively to transactions entered on or after the date of transition.

A.2 Ind AS mandatory exceptions

A.2.1 Hedge Accounting

Hedge accounting can only be applied prospectively from the transition date to transactions that satisfy the hedge accounting criteria in Ind AS 109, at that date. Hedging relationships cannot be designated retrospectively, and the supporting documentation cannot be created retrospectively. AS a result, only hedging relationships that satisfied the hedge accounting criteria as of 01 April 2015 are reflected as hedges in the Company’s results under Ind AS.

The Company had designated various hedging relationships as cash flow hedges under the previous GAAP. On date of transition to Ind AS, the entity had assessed that all the designated hedging relationship qualifies for hedge accounting as per Ind AS 109. Consequently, the Company continues to apply hedge accounting on and after the date of transition to Ind AS.

A.2.2 Estimates

An entity’s estimates in accordance with Ind AS(s) at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- Investment in debt instruments carried at FVTPL; and

- Impairment of financial assets based on expected credit loss model.

A.2.3 De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the derecognition requirements in Ind AS 109 retrospectively from a date of entity’s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognised as a result of past transactions was obtained at the time of initially accounting for those transactions.

The Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

A.2.4 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

B: Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

C: Notes to first- time adoption:

a. Fair valuation of Investments

Under the previous GAAP, investments which were readily realisable and were intended to be held for not more than 12 months from the date on which they were made, were classified as current investments, and carried at lower of cost or fair value. All other investments were classified as long term investments and were carried at cost less provision for other than temporary diminution in the value of investments.

Under Ind AS, these investments are required to be measured at fair value.

At the time of transition, fair value changes have been recognised in retained earnings, and subsequently, in the profit for the year ended 31 March 2016, the net impact of Rs. 2 Mn. Investments were thereby revalued for Rs. 4 Mn as at 31 March 2016 (1 April 2015 Rs. 2 Mn). Consequent to fair valuation of investment as at April 1,2015 and March 31,2016 has been recorded in profits for the year ended March 31,2016.

As per Ind AS 27, the Company has the option to value its investment in subsidiaries at Cost; and accordingly the Company has availed this exemption.

b. Deferred tax

Under the previous GAAP, deferred tax accounting was done using the income statement approach, which focused on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using balance sheet approach, which focuses on temporary difference between the carrying amount of an asset or liability in the balance sheet and it’s tax base.

In addition, various transitional adjustments lead to temporary difference. Deferred tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or a separate component of equity. As on 31 March 2016, the net downward impact on deferred tax asset was Rs. 27 Mn [1 April 2015 Rs. 25 Mn].

c. Borrowings

Under the previous GAAP, transaction costs incurred in connection with borrowings are amortized upfront by charging them in the Statement of Profit and Loss for the period. As per Ind AS 109, transaction cost incurred towards origination of borrowings are to be deducted from carrying amount of borrowings on initial recognition. These costs are recognized in the Statement of Profit and Loss over the tenure of borrowings as part of interest expenses by applying effective interest rate method. No impact was perceived therein as on 31 March 2016 [1 April 2015 Rs. Nil].

d. Trade Receivables

Under the previous GAAP, provisions for impairment of receivables consisted only of specific amount for incurred losses. As per Ind AS 109, impairment allowance has to be determined as per expected credit loss model (ECL).

The resultant impact was Nil as at March 31,2016 [April 1,2015 Nil].

e. Provisions

Under the previous GAAP, provisions (including long term provisions) were accounted at the undiscounted amount. Under Ind AS, if the effect of time value is material, provisions should be measured at discounted amounts to reflect the present value of expenditure expected to be required to settle the obligation.

Ind AS 37 also provides that where discounting is used, the carrying amount of provision increases in each period to reflect the passage of time; this increase is to be recognized in profit or loss.

As on 31 March 2016, provisions were revalued so to result in increase of Rs. 17 Mn [1 April 2015 Rs. 10 Mn]. The resultant net impact of Rs. 7 Mn was made in other income.

f. Forward contracts

Under the previous GAAP, the Company used foreign currency forward contracts to hedge it’s risks associated with foreign currency fluctuations relating to certain firm commitments and highly probable forecasted transactions. The derivatives that qualified for hedge accounting and were designated as cash flow hedges were initially measured at fair value and were remeasured at a subsequent reporting date and the changes in the fair value of derivatives i.e. gain or loss (net of tax impact) was recognized directly in reserves under hedging reserves to the extent considered highly effective. Gain or loss on derivative instruments that either do not qualify for hedge accounting or are not designated as cash flow hedges or designated as cash flow hedges to the extent considered ineffective are recognized in the Statement of Profit and Loss. No impact was perceived therein as on 31 March 2016 [1 April 2015 Rs. Nil].

g. Proposed Dividend

Under the previous GAAP, dividends [including dividend distribution tax (DDT)] proposed by the board of directors after the balance sheet date but before the approval of financial statements by shareholders were considered as an adjusting events and accordingly, recognized as a liability.

Under Ind AS, such dividends are recognized when the same is approved by the shareholders in the general meeting. Accordingly, liability for proposed dividend (including DDT) included under provisions has been reversed with corresponding adjustment to retained earnings.

As on 31 March 2016 an adjustment of Rs. 714 Mn (1 April 2015 - Rs. 653 Mn) was made to the retained earnings.

h. Post employment benefits

Both under previous GAAP and Ind AS, the Company recognized costs related to it’s post employment defined benefit plan on an actuarial valuation basis. Under the previous GAAP, reimbursements i.e. actuarial gains and losses and the return on the plan assets, excluding amounts included in the net interest expense on the net benefit liability are recognized in the profit or loss for the year.

Under Ind AS, these remeasurements are recognized in other comprehensive income instead of profit or loss. As a result, the profit for the year ended 31 March 2016 decreased by Rs. 12 Mn. There was no impact on the total equity as at 31 March 2016.

i. Employee stock option expenses

Under the previous GAAP, the cost of equity settled employee share-based plan was recognized using intrinsic value method. Under Ind AS, the cost of equity settled share-based plan is recognized based on fair value of the options as at grant date. Therefore, the amount recognised in share option outstanding account (under Reserves and Surplus) as on 31 March 2016 increased by Rs. 39 Mn (1 April 2015 - Rs. 17 Mn).

Consequently, profit before tax for the year ended 31 March 2016 has decreased by Rs. 18 Mn.

Also, an amount of Rs. 8 Mn (1 April 2015 - Rs 5 Mn) was recognized as recoverable from subisidiaries on account of Employee stock option expense.

j. Deferred Revenue

Unearned Revenue included in ‘“‘Other Non - current”“ and ‘“‘Current liabilities”“ represents amounts received/billed in excess of the value of work performed in accordance with the terms of the contracts with customers.

After adopting Ind AS, amount of deferred revenue as on 31 March 2016 was revalued by Rs. 208 Mn (1 April 2015 -Rs.263 Mn).

Corresponding costs were revalued by Rs. 189 Mn (1 April 2015 - Rs. 239 Mn) which resulted in decrease in trade payables by Rs 15 Mn (1 April 2015- Rs 167 Mn) and increase in other non current assets by Rs 34 Mn. (1 April 2015 Rs 72 Mn).

Revenue recognized for the year of transition was Rs. 55 Mn; corresponding costs being Rs. 50 Mn.

Resultant profit before tax for the year ended 31 March 2016 has increased by Rs. 5 Mn.

k. Other Financial Assets

k.1 Security Deposits

Under the previous GAAP, interest free lease security (that are refundable in cash on completion of their lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognized at fair value. Therefore, the Company has recognised security deposits at their present values under Ind AS. Consequent to this change, the amount of security deposits decreased by Rs. 16 Mn as at 31 March 2016 (1 April 2015 - Rs. 9 Mn).

k.2 Non Current Assets

(i) Prepayments

Consequent to change in amount of security deposits as stated above, prepayments were recognised for Rs. 14 Mn (Current prepaid Rs 6 Mn and Non current prepaid Rs 8 Mn) as at 31 March 2016 (1 April 2015 - Rs 7 Mn , Current prepaid Rs 3 Mn Non Current prepaid Rs 4 Mn). The profit for the year and total equity as at 31 March 2016 decreased by Rs. 5 Mn due to amortization of the prepaid rent.

(ii) Deferred Cost

As stated in note j above, deferred contract cost has been recognised in respect of certain customer contracts. The impact of Rs 34 Mn on Non current assets is due to outstanding balance of deferred contract cost.

k.3 Unbilled Revenue

Unbilled Revenue included in other financial assets represents amount of revenue recognised between the billing cycle and reporting date.

After adopting Ind AS, amount of unbilled revenue as on 31 March 2016 was revalued by Rs. 9 Mn (1 April 2015 - Rs. 10 Mn). Corresponding impact on profit or loss for the year ended 31 March 2016 was Rs.1 Mn.

l. Retained Earnings

Retained earnings as at 1 April 2015 have been adjusted consequent to the Ind AS transition adjustments.

m. Other comprehensive income

Under Ind AS, all items of income and expenses recognized in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognized in profit or loss but are shown in the Statement of Profit and Loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans, foreign exchange differences arising on translation of foreign operations, effective portion of gain and losses on cash flow hedging instruments and fair value gains or losses on FVOCI equity instruments. The concept of other comprehensive income did not exist under previous GAAP.

n. Goodwill

Under previous GAAP, Goodwill was amortised over a period determined at the time of initil recognition of Goodwill. Under Ind AS, Goodwill needs to be tested for impairment.

The Company tested goodwill for impairment as at 31 March 2016 and has thus written back goodwill of Rs. 13 Mn (1 April 2015 - Nil) which was amortized in previous year (as per previous GAAP).

o. Business combination under common control

Refer Note 37 for impact on the financial statements due to business combination under common control

p. Deferred payment liabilities

Impact on account of deferred payment liabilities recognised at discounted value, as on 31 March 2016 of Rs 87 Mn (1 April 2015 Rs 96 Mn).

40 As required by the Ministry of Corporate Affairs notification G.S.R. 308(E) dated 31 March, 2017, disclosure relating to Specified Bank Notes* (SBNs) held and transacted during the period from 8 November, 2016 to 30 December, 2016 is as below:

* SBNs mean the bank Notes of denominations of the existing series of the value of five hundred rupees and one thousand rupees as defined under the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs no. S.O.3407(E), dated 8 November, 2016.

Notes:

a) Certain contractual staff who were paid cash towards local conveyance reimbursements before the announcement of the aforesaid Circular, later requested the Company for exchange of specified bank Notes with other denomination Notes. This resulted in receipt of SBNs of Rs. 3,500 during the period from 8 November, 2016 to 30 December, 2016.

b) At one of the branches, due to non-availability of cash in other denomination Notes, certain usual office expenditure aggregating Rs. 9,211 was incurred using specified bank Notes.

16 During the year ended 31 March, 2016, the Company acquired controlling stake of 51% of the shareholdings of Incessant Technologies Private Limited (“Incessant”). The acquisition was executed through a share purchase agreement dated 5 May, 2015 signed between the Company and the shareholders of Incessant for an upfront cash consideration of Rs. 1,350 Mn. The Company will acquire remaining 49% of the shareholding of Incessant Technologies Private Limited, in two tranches, subject to certain conditions as provided in the Shareholder’s Agreement signed between the parties.

As the price of the remaining 49% shares to be acquired is linked to future performance of Incessant, this transaction has an “underlying” element which needs to be accounted for as a derivative in accordance with Ind AS 109-”Financial Instruments”. The independent fair valuations carried out as at 1 May 2015, 31 March 2016 and 31 March 2017 to record the initial recognition of its resultant derivative liability/asset through profit or loss and also to re-measure it as at each subsequent reporting date have resulted in the derivative asset/liability to be an insignificant amount and accordingly, no impact has been given in the Statement of Profit and Loss for the year ended 31 March 2017 [ 31 March 2016 - Nil].

17 Scheme of amalgamation

The Board of Directors of the Company has, in its meeting held on 24 March, 2017, approved the amalgamation of PIPL Business Advisors and Investment Private Limited (“PBIPL”) and GSPL Advisory Services and Investment Private Limited (“GAIPL”) with NIIT Technologies Limited (“the Company or NTL”) by way of and in accordance with a scheme of amalgamation as per the provisions of Sections 230 to 232 and any other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the “Scheme”). PBIPL and GAIPL holds 3.55% each of share capital of NIIT Technologies Limited and form part of promoter/ promoter group of NIIT Technologies Limited. From the effective date, pursuant to the Scheme, the entire shareholding of PBIPL and GAIPL in the Company shall stand cancelled and the equivalent shares of the Company shall be re-issued to the shareholders of PBIPL and GAIPL as on the record date to be fixed for the purpose. Pursuant to the proposed amalgamation of PBIPL and GAIPL with the Company, there will be no change in the promoter’s shareholding in the Company. All cost and charges arising out of this proposed scheme of amalgamation shall be borne by the promoter. The aforesaid Scheme is subject to various regulatory and other approvals and sanction by National Company Law Tribunal, New Delhi Bench.

---

Mar 31, 2016

1. Details of exceptional Items charged to the Statement of Profit and Loss

During the year ended March 31 2016, in a Subsidiary of the Company, settlement was agreed with a customer on termination of an ongoing service agreement ("agreement") under dispute as at March 31, 2015, in respect of which the Company was providing service to Subsidiary. As per terms of the Settlement, the Subsidiary has paid Settlement amount to the customer upon receipt of which the customer has released the bank guarantee of Rs. 142,590,000 and corporate guarantee of Rs. 926,835,000 issued by the Company and also released the Company and the Subsidiary from further obligations under the agreement. Consequent to the Settlement, the Subsidiary has charged back to the Company an amount of Rs. 402,866,231, being portion of the net resultant loss on the contract as considered attributable to the services provided by the Company in the Previous Years. Also, the Company has written off unbilled revenue carried forward, which is no longer recoverable and written back provision for expenses for completion of services on the agreement, which is no longer required to be carried forward. Consequent to the above, in line with AS-29 and AS-4, the Company had recognized the resultant impact of the above in the financial statements for the year ended March 31, 2015 and disclosed the same as an exceptional item in the Statement of Profit and Loss, comprising the following:

2. Current Income Tax

(i) The Company determines taxes on income in accordance with the applicable provisions of Income Tax Act, 1961 ("Act"). The Company also claims deductions under sections 10AA and 80 IAB in respect of its Unit and Developer Operations, respectively, in Special Economic Zone (SEZ). The payments under Minimum Alternate Tax (MAT) can be carried forward and can be set off against future tax liability. Accordingly, a sum of Rs. 519,823,908 (Previous Year Rs. 202,198,421) has been shown under "Loans and Advances" (Refer Note 15). Further, during the year, the Company has created MAT credit of Rs. 317,625,487 (Previous Year Rs. 141,924,532).

(ii) In addition to Indian Operations, the Company has accounted for the tax liability/reliefs in respect of its branches having operations in the United States of America (USA) and Ireland in accordance with the tax legislations applicable in the respective jurisdiction.

(iii) The current tax expense includes charge of Rs. 8,802,236/- (Previous Year credit of Rs. 28,273,097) and charge of Rs. 23,482,084 (Previous Year charge of Rs. 100,660,319) relating to earlier year adjustments of India and the USA branch operations, respectively.

3. Leases

The Company has significant operating leases for premises. These lease arrangements range for a period between 11 months and 3 years, which include both cancellable. Most of the leases are renewable for further period on mutually agreeable terms.

4. Derivative financial instruments:

The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities, forecasted cash flows denominated in foreign currency. The use of derivatives to hedge foreign currency forecasted cash flows is governed by the Company''s strategy, which provide principles on the use of such forward contracts consistent with the Company''s Risk Management Policy. The counter parties in these derivative instruments are banks and the Company considers the risks of non-performance by the counterparty as non-material. The forward foreign exchange contracts mature between 1 to 12 months and the forecasted transactions are expected to occur during the same period. The Company does not use forward contracts for speculative purposes.

5. Working capital limits of Rs. 3,000,000,000 (Previous Year Rs. 3,000,000,000) are secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company. The Company has not utilized the fund based limit as at the year-end (Previous Year Rs. Nil).

6. Employee stock option plan

The Company established NIIT Technologies Stock Option Plan 2005 (ESOP 2005) in the year 2005-06 and the same was approved at the Annual General Meeting of the Company on 18th May 2005. The plan was set up so as to offer and grant for the benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters), options of the Company in aggregate up to 3,850,000 options under ESOP 2005, in one or more Tranches, and on such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the company for such shares at a price to be determined in accordance with ESOP 2005. SEBI has issued the SEBI (Share Based Employee Benefits) Regulations, 2014 which is applicable to the above ESOP 2005.

7. Previous Year figures have been regrouped / recast wherever considered necessary to conform to current year''s classification

---

Mar 31, 2014

(All amount in Rs.'' unless otherwise stated)

As At As At March 31''2014 March 31''2013 1. Contingent liabilities

Claims against the company not acknowledged as debts Income tax matters 299''325''686 299''325''686

Claims made by customers - pending under arbitration 3''230''000 3''230''000

b) Defined Benefit Plans

Disclosure in respect of defined benefit plans in accordance with Accounting Standard 15 (Revised) "Employee Benefits"

(1) Provident Fund:

The Company makes contribution to the "NUT Technologies Limited Employees Provident Fund Trust" ("the Trust")'' which is exempted under section 17 of Employees'' Provident Fund Act'' 1952. The conditions for grant of exemptions stipulate that the employer shall make good the deficiency'' if any'' in the interest rate declared by the Trust vis-a-vis statutory rate. As per guidance note on Accounting Standard-15'' Employee Benefits (Revised 2005) issued by the Accounting Standard Board (ASB)'' provident funds set up by employers'' which requires interest shortfall to be met by the employer'' needs to be treated as defined benefit plan. The Trust includes employees of the Company as well as of other subsidiaries in accordance with the approval vide letter No. S-35015/9/2008-SS-ll dated March 20'' 2009'' granted by the Employees'' Provident Fund Organization. In view of the same'' it is a multi- employer defined benefit plan. The Company made defined contribution to Regional Provident Fund Commissioner (RPFC) from 1st October 2005 till 29th February 2009 in respect of Provident Fund. The Company has transferred these contributions along with the interest from RPFC to NUT Technologies Limited Employees'' Provident Fund Trust. The Company does not have any further obligation in this respect.

Consequent to the Actuarial Society of India issuing a guidance note on the valuation of provident fund liability'' the Trust has obtained an actuarial valuation of the provident fund liability as at balance sheet date and as per the valuation report'' there is surplus as on March 31'' 2014. The Actuary has provided details for the disclosure requirement of the Accounting Standard 15 (Revised 2005) on "Employee Benefits" for the Trust as a whole. However'' participant entities wise break-up of these disclosures is not available and accordingly'' the disclosures for provident fund liability as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) have been made in these financial statements'' basis actuarial report for the trust as a whole.

The Company contributed Rs. 114''929''607 (Previous year Rs. 92''150''568) during the year to the Trust'' which has been charged to Statement of Profit and Loss.

(vi) Investment details of plan assets :

The Plan assets are maintained with Life Insurance Corporation Gratuity Scheme. The details of investment maintained by Life Insurance Corporation are not available with the Company and have not been disclosed.

2. Related party transactions as per Accounting Standard 18:

A Related party relationship where control exists: Subsidiaries

1 NUT GIS Ltd'' India

2 NIIT Smart Serve Ltd'' India

3 NUT Technologies Services Limited'' India

4 NUT Technologies Ltd'' United Kingdom

5 NUT Technologies BV'' Netherlands (Held by NUT Tech'' UK)

6 NUT Technologies NV'' Belgium (Held by NIIT Tech BV'' Netherlands)

7 NUT Technologies Pte Limited'' Singapore

8 NUT Technologies Ltd'' Thailand (Held by NIIT Tech'' Singapore)

9 NUT Technologies Pty Ltd'' Australia ( Held by NIIT Tech'' Singapore)

10 NIIT Technologies K.K.'' Japan (Held by NIIT Tech'' USA)

11 NUT Technologies GmbH'' Germany

12 NUT Technologies AG'' Switzerland (Held by NIIT Tech GmbH'' Germany)

13 NUT Technologies Inc'' USA

14 NUT Insurance Technologies Limited'' United Kingdom (Held by NIIT Tech'' UK)

15 NUT Airline Technologies GmbH'' Germany

16 NUT Technologies FZ LLC'' Dubai

17 NUT Technologies Limited'' Canada

18 NUT Technologies S.A.'' Spain (Held by NIIT Tech'' UK)

19 NUT Media Technologies LLC (Held by NUT Technologies Inc'' USA)

20 NUT Technologies Philippines Inc

21 NUT Technologies Brazil Ltd w.e.f. from October 17'' 2013 (Held by NIIT Tech'' UK).

B Other related parties with whom the company has transacted:

a) Parties of whom the company is an associate and its subsidiaries:

NUT Limited'' India (Through its subsidiary'' Scan tech Evaluation Services Ltd'' India)

NUT USA Inc.'' USA

Evolve Services Limited

NUT Institute of Finance Banking and Insurance Training Ltd

b) Key Managerial Personnel

Rajendra S Pawar

Vijay KThadani

Arvind Thakur

c) Parties in which the Key Managerial Personnel of the Company are interested:

Naya Bazar Novelties Pvt Ltd

NIIT Institute of Information Technology

NIIT University

Notes :

1 Figures in parenthesis represent previous year''s figure.

2 Transactions in purchase of Fixed Assets for the year with

NIIT Limited Rs. NIL (Previous year Rs. 1''158''173/-)

NIIT GIS Limited Rs. 710''089/-(Previous year Rs 1''403''675/-)

NIIT Smart Serve Limited Rs. NIL(Previous year Rs.2''769''855/-)

3 Includes transactions in Rendering of Services for the year mainly with

NUT Technologies Inc USA Rs.6''694''276''948/- (Previous year Rs. 5''439''289''539/-) NUT Technologies Ltd'' UK Rs 2''294''560''274/-(Previous year Rs. 2''095''175''317/-) NUT Limited Rs 19''774''176/- (Previous year Rs. 23''871''370/-) * includes revenue from revision in rates based on an independent transfer pricing study.

4 Includes transactions in Receiving of Services for the year mainly with:

NIIT Limited Rs NIL- (Previous year Rs2''967''058/-)

NIIT Smart Serve Limited Rs. NIL-(Previous year Rs 5''429''206/-)

NIIT GIS Ltd Rs 1''780''380/-(Previous year Rs. 3''094''398/-)

Evolve Services Limited Rs 1''322''152/-(Previous year Rs. 1''962''476/-)

NIIT University Rs 3''057''160/-(Previous year Rs.4''542''150/-)

5 Includes transactions in recovery of expenses by the company for the year mainly with

NIIT GIS Ltd Rs 13''472''045-(Previous year 43''440''900/-)

NIIT Smart Serve Limited Rs 986''389/-(Previous year Rs 1''180''852/-)

NIIT Technologies Ltd'' UK Rs.32''765''229/-(Previous year Rs 35''086''927/-)

NIIT Technologies Inc USA Rs 47''010''272/-(Previous year Rs. 36''258''752/-)

6 Includes transactions in recovery of expenses from the company for the year mainly with: NIIT Smart Serve Limited Rs 17''191''199/-(Previous year Rs. 20''179''144/-)

NIIT Limited Rs NIL-(Previous year Rs. 15''013''276/-)

NIIT USA Inc Rs 17''537''283/- (Previous year Rs. 6''450''271/-)

NIIT Technologies Inc Rs.20''591''303/-(Previous year Rs. 23''809''228/-)

7 Includes transactions in donation made for the year mainly with:

NIIT Institute of Information Technology Rs 50''000''000/- (Previous year Rs. 50''000''000/-)

8 Includes transactions in Investments made for the year mainly with:

NIIT Technologies'' Philippines Inc Rs. NIL-(Previous year Rs.38''867''570/-)

9 Transactions in loans received for the year with:

NIIT Smart Serve Limited Rs.200''000''000/-(Previous year Rs NIL/-)

10 Remuneration of:

Mr. R S Pawar- Rs.23''951''044/- (Previous year Rs.19''032''897/-) Mr. Arvind Thakur- Rs.28''693''980/-(Previous year Rs..24''836''212/-) Mr. Vijay KThadani Rs.900''000/- (Previous year Rs.900''000/-)

11 Includes transactions in other income for the year mainly with

NIIT GIS Limited Rs 5''915''028/- (Previous year Rs 5''598''036/-)

NIIT Smart Serve Ltd Rs NIL/- (Previous year Rs.3''287''273/-)

NIIT Technologies Ltd'' UK Rs 7''832''777/-(Previous year Rs 9''444''220/-)

NIIT Technologies Inc USA Rs.9''300''472/- (Previous year Rs 6''706''988/-)

NIIT Technologies Ltd'' Thailand Rs. NIL/-(Previous year Rs.20''652''850/-)

NIIT Insurance Technologies Ltd'' UK Rs.9''676''339/-(Previous year Rs.9''748''860/-)

12 Includes transactions in other expenses for the year mainly with

Naya Bazaar Novelties P Ltd Rs.494''742/-/-(Previous year Rs 758''077/-)

13 Includes transactions in Dividend received for the year mainly with:

NIIT GIS Limited Rs 13''884''000/-(Previous year Rs 71''200''000/-)

NIIT Technologies Limited UK Rs 183''780''000/- (Previous year Rs Nil/-)

NIIT Technologies'' Inc. 131''670''000/-(Previous year Rs NIL/-)

14 Transactions in Interest Paid for the year with

NIIT Smart Serve Limited Rs.5''853''971/-(Previous year Rs NIL/-)

3. The dominant source of risk and returns of the enterprise is considered to be the business in which it operates viz - software solutions. Being a single business segment Company'' no primary segment information is being provided. The secondary segment information as per Accounting Standard 17 "Segment Reporting" in relation to the geographies is as follows:

4. Current Income Tax

(i) The Company determines taxes on income in accordance with the applicable provisions of Income Tax Act'' 1961 ("Act"). The Company also claims deductions under sections 10AA and 80 IAB in respect of its Unit and Developer Operations'' respectively'' in Special Economic Zone (SEZ). The payments under Minimum Alternate Tax (MAT) can be carried forward and can be set off against future tax liability. Accordingly'' a sum of Rs. 60''273''889/-(Previous Year Rs. 140''172''651) has been shown under "Other Current Assets" (Refer Note 21). Further'' during the year the Company has utilized MAT of Rs.79''898''762/-(Previous Year 85''952''249/-).

(ii) In addition to Indian Operations'' the Company has accounted for the tax liability/reliefs in respect of its branch having operations in the United States of America (USA) in accordance with the tax legislations applicable in the USA.

(iii) The current tax expense includes credit of Rs. 9''872''186/- (Previous Year charge of Rs. 9''652''893/-) relating to earlier year adjustments.

5. Derivative financial instruments:

The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities'' forecasted cash flows denominated in foreign currency. The use of derivatives to hedge foreign currency forecasted cash flows is governed by the Company''s strategy'' which provide principles on the use of such forward contracts and currency options consistent with the Company''s Risk Management Policy. The counter parties in these derivative instruments are banks and the Company considers the risks of non-performance by the counterparty as non-material. The forward foreign exchange/ option contracts mature between 1 to 12 months and the forecasted transactions are expected to occur during the same period. The Company does not use forward contracts and currency options for speculative purposes.

At March 31'' 2014 the estimated net amount of existing gain that is expected to be reclassified into the revenue statement within the next twelve months is Rs. 123''776''872/-(Previous Year Rs. 115''403''814/-).

6. Working capital limits of Rs. 3''000''000''000 (Previous Year Rs. 1''700''000''000) are secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company. The Company has not utilized the fund based limit as at the year-end (Previous Year Rs. Nil).

7. Employee stock option plan

The Company established NUT Technologies Stock Option Plan 2005 (ESOP 2005) in the year 2005-06 and the same was approved at the Annual General Meeting of the Company on 18th May 2005. The plan was set up so as to offer and grant for the benefit of employees of the Company and its subsidiaries'' who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters)'' options of the Company in aggregate up to 3''850''000 options under ESOP 2005'' in one or more Tranches'' and on such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the company for such shares at a price to be determined in accordance with ESOP 2005. SEBI has issued the Employee''s Stock Option scheme and Employee Stock Purchase Scheme Guideline'' 1999 which is applicable to the above ESOP 2005.

During the year'' the Compensations / Remuneration Committee at its meetings held on May 17'' 2013 has approved issue of 42''000 Options (Grant XVIII)'' on July 16'' 2013 has approved an issue of 33''000Options (Grant XIX)'' on July 16'' 2013 has approved issue of 15''000 options (Grant-XX)'' on September 2'' 2013 has approved an issue of 100''000 options (Grant XXI)'' on September 2'' 2013 has approved an issue of 35''000 options (Grant XXII)'' on October 15''2013 has approved an issue of 21''000 options (Grant XXIII) and on January 14'' 2014 has approved issue of 15''000 options (Grant XXIV) out of the options under ESOP 2005'' to Managerial Personnel of the Company / Subsidiaries.

The assumptions used by the independent valuer for determination of fair value as per the Black & Scholes model is as follows:

a) Market price considered is the latest available closing price'' prior to the date of the Grant

b) Exercise price is the price payable by the employees for exercising the option

c) As the life of the option is greater than one year there is considerable difficulty in estimating the amount and time of future dividend payouts with certainty'' hence future dividend payout have not been incorporated in the valuation analysis

d) Volatility - Variance in the stock price is considered as 10% (for Grant I) '' 51.13% (for Grant III) '' 65.62% (for Grant IV)'' 66.12% (for Grant V Tranche I)'' 64.75% (for Grant V Tranche II)'' 62.07% (for Grant VI Trache l); 62.04% (for Grant VI Trache II)'' 51.67% (for Grant VII Trache I)'' 58.87% (for Grant VII Tranche II)'' 49.48% (for Grant VIII Tranche I) 58.73% (for Grant VIII Tranche II) 45.34% (Grant IX Tranche I) 56.27% (Grant IX Tranche II) 44.57% (Grant X Tranche I) 55.37% (Grant X Tranche II) 57.50% (Grant X Tranche III) 42.28% (Grant XI Tranche I) 55.46% (Grant XI Tranche II) 42.39% (Grant XII Tranche I) 48.54% (Grant XII Tranche II) 55.11% (Grant XII Tranche III) 39.5% (Grant XIII Tranche I) 46.78% (Grant XIII Tranche II) 36.38% (Grant XIV Tranche I) 43.54% (Grant XIVTranche II) 36.72% (Grant XVTranche I) 45.16% (Grant XVTranche II) 36.72% (Grant XVI Tranche I) 42.86% (Grant XVI Tranche II) 52.55% (Grant XVI Tranche III) and 36.43% (Grant XVII Tranche Part I) 38.26% (Grant XVII Tranche II) 36.35% (Grant XVIII Tranche I) 35.37% (Grant XVIII Tranche II) 41.16% (Grant XVIII Tranche III) 35.35% (Grant XIX Tranche I) 34.72% (Grant XIX Tranche II) 39.47% (Grant XIX Tranche III) 35.35% (Grant XX Tranche I) 34.72% (Grant XX Tranche II) 34.72% (Grant XXI Tranche I) 34.13% (Grant XXI Tranche II) 39.11% (Grant XXI Tranche III) 44.99% (Grant XXI Tranche IV) 49.78% (Grant XXI Tranche V) 34.72% (Grant XXII Tranche 1)34.13% (Grant XXII Tranche 11)39.11% (Grant XXII Tranche III) 44.99% (Grant XXII Tranche IV) 49.78% (Grant XXII Tranche V) 34.65% (Grant XXIII Tranche I) 34.26% (Grant XXIII Tranche II) 34.27% (Grant XXIV Tranche I) 34.34% (Grant XXIV Tranche II) is based on historical volatility in the share price movement of the company and four other comparable companies.

e) Average life of the options is considered to be 2.5 Years for Grant I'' Grant III'' Grant IV'' Grant VTranche I'' Grant VII Tranche I'' Grant VIII Tranche I'' Grant IXTranche I'' Grant XTranche I'' Grant XI Tranche I'' Grant XII Tranche I'' Grant XIII Tranche I'' Grant XIV Tranche I'' Grant XV Tranche I'' Grant XVI Tranche I'' Grant XVII Tranche L Grant XVIII Tranche I'' Grant XIX Tranche I Grant XX Tranche I Grant XXI Tranche I Grant XXII Tranche I Grant XXIII Tranche I Grant XXIV Tranche I 3.5 years for Grant V Tranche II'' Grant VII Tranche II'' Grant VIII Tranche II'' Grant IXTranche II'' Grant XTranche II'' Grant XI Tranche II'' Grant XII Tranche II'' Grant XIII Tranche II'' Grant XIV Tranche II'' Grant XV Tranche II'' Grant XVI Tranche II Grant XVII Tranche II'' Grant XVIII Tranche II'' Grant XIXTranche II Grant XXTranche II Grant XXI Tranche II Grant XXII Tranche II Grant XXII Tranche II Grant XXII Tranche II Grant XXIV Tranche II 2.75 Years for Grant VI Tranche I'' 3.75 Years for Grant VI Tranche II'' 4.5 Years for Grant X Tranche III and Grant XII Tranche III Grant XVI Tranche III Grant XVIII Tranche III'' Grant XIX Tranche III'' Grant XXI Tranche III'' Grant XXII Tranche III'' 5.5 Years for Grant XXI Tranche IV Grant XXII Tranche IV and 6.5 Years for Grant XXI Tranche V Grant XXII Tranche V

f) Risk less interest rate has been assumed at 7% (Grant I)'' 7.93 % (Grant III)'' 9.24% (Grant IV)'' 6.83% (Grant V Tranche 1)7.01% (Grant VTranche II) 6.72% (Grant VI Tranche 1)7.01% (Grant VI Tranche II) 7.31% (Grant VII Tranche I) 7.61% (Grant VII Tranche II) 8.11% (Grant VIII Tranche I) 8.07% (Grant VIII Tranche II) 8.4% Grant IXTranche I'' 8.33% Grant IXTranche II'' 8.41% Grant X Tranche I'' 8.34% Grant X Tranche II'' 8.29% Grant X Tranche III 8.14% Grant XI Tranche I'' 8.15% Grant XI Tranche II'' 8.6% Grant XII Tranche I'' 8.65% Grant XI Tranche II'' 8.7% Grant XII Tranche III 8.2% Grant XIII Tranche I and 8.17% Grant XIII Tranche II 8.27% Grant XIV Tranche I 8.33% Grant XIV Tranche II 8.10% Grant XV Tranche I 8.15% Grant XV Tranche II 8.10% Grant XVI Tranche I 8.15% Grant XVI Tranche II 8.21% Grant XVI Tranche III'' 7.74% Grant XVII Tranche I 7.76% Grant XVII Tranche II'' 7.17% Grant XVIII Tranche I'' 7.20% Grant Grant XVIII Tranche II'' 7.23% Grant XVIII Tranche III 8.67% Grant XIXTranche I'' 8.49% Grant XIXTranche II'' 8.37% Grant XIXTranche III'' 8.67% Grant XXTranche I'' 8.49% Grant XXTranche II'' 9.27% Grant XXI Tranche I'' 9% Grant XXI Tranche II'' 8.82% Grant XXI Tranche III'' 8.71% Grant XXI Tranche IV 8.66% Grant XXI Tranche V Grant XXII Tranche I'' 9% Grant XXII Tranche II'' 8.82% Grant XXII Tranche III'' 8.71% Grant XXII Tranche IV 8.66% Grant XXII Tranche V 8.63% Grant XXIII Tranche 8.64% Grant XXIII Tranche II'' Grant XXIVTranche I and Grant XXIVTranche II based on long term government bonds of ten year residual maturity.

For impact on Basic and Diluted earning Per Share'' had fair value of the option been used for determining Employee Stock Option Plan expense'' refer note no. 38 Earnings Per Share.

During the period Rs. 10''199''414/- (March 31'' 2013 Rs. 7''104''123) expenses accounted based on intrinsic value of the option as all other options were issued at market price only.

8. Previous year figures have been regrouped/recast wherever considered necessary to conform to current year''s classification.

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Mar 31, 2012

1 General Information

NIIT Technologies Ltd ("the Company") is a leading IT solutions organisation, engaged in Application Development & Maintenance, Managed Services, Cloud Computing and Business Process Outsourcing to organisations in the Financial Services, Insurance, Travel, Transportation & Logistics, Manufacturing & Distribution and Government sectors. The Company delivers services around the world directly and through its network of subsidiaries. The Company is listed on Bombay Stock Exchange and the National Stock Exchange.

a) Right, preference and restrictions attached to shares Equity Shares: The Company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Anuual Gerneral Meeting, except in case of interim dividend. In the event of liquidaiton, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

b) Shares allotted as fully paid up pursuant to contract without payment being received in cash (during 5 years immediately preceeding March 31, 2012. 1,042,311 equity shares were issued in the last 5 years under Employee Stock Option Plan as consideration for services rendered by employees (Refer Note 43).

a) Defined Benefit Plans

Disclosure in respect of defined benefit plans in accordance with Accounting Standard 15 (Revised) "Employee Benefits"

(i) Provident Fund:

In respect of Company's obligation towards guaranteed returns on Provident Fund Contributions made to the "NIIT Technologies Limited Employees Provident Fund Trust" established by the Company, the Company's obligation has been actuarially determined. As per actuary's report the interest earnings and cumulative surplus of Trust are less than the statutory requirement and accordingly the additional liability of employer on account of interest shortfall are provided for in the books.

The Company made defined contribution to Regional Provident Fund Commissioner (RPFC) from 1st October 2005 till 29th February 2009 in respect of Provident Fund. The Company has transferred these contributions along with the interest from RPFC to NIIT Technologies Limited Employees' Provident Fund Trust. The Company does not have any further obligation in this respect.

2 Related party transactions as per Accounting Standard 18:

A Related party relationship where control exists:

Subsidiaries

1 NIIT GIS Ltd, India

2 NIIT SmartServe Ltd, India

3 NIIT Technologies Services Limited, India

4 NIIT Technologies Ltd, United Kingdom

5 NIIT Technologies BV, Netherlands ( Held by NIIT Tech, UK)

6 NIIT Technologies NV, Belgium ( Held by NIIT Tech BV, Netherlands)

7 NIIT Technologies Pte Limited, Singapore

8 NIIT Technologies Ltd, Thailand ( Held by NIIT Tech, Singapore)

9 NIIT Technologies Pty Ltd, Australia ( Held by NIIT Tech, Singapore)

10 NIIT Technologies K.K., Japan ( Held by NIIT Tech, USA)

11 NIIT Technologies GmbH, Germany

12 NIIT Technologies AG, Switzerland ( Held by NIIT Tech GmbH, Germany)

13 NIIT Technologies AG, Austria ( Held by NIIT Tech, Switzerland)

14 NIIT Technologies Inc, USA

15 NIIT Insurance Technologies Limited, United Kingdom ( Held by NIIT Tech, UK)

16 NIIT Airline Technologies GmbH, Germany

17 NIIT Technologies FZ LLC, Dubai

18 NIIT Technologies Limited, Canada

19 NIIT Healthcare Technologies Inc., USA ( Held by NIIT Tech Inc, USA)

20 Proyecta Systems de Informacion S.A ( Held by NIIT Tech, UK) w.e.f. August 12, 2011

21 NIIT Media Technologies LLC (Held by NIIT Technologies Inc, USA) w.e.f. May 26, 2011

B Other related parties with whom the company has transacted:

a) Parties of whom the company is an associate and its subsidiaries:

NIIT Limited, India (Through its subsidiary, Scantech Evaluation Services Ltd, India)

NIIT USA Inc., USA Evolve Services Limited

NIIT Institute of Finance Banking and Insurance Training Limited

b) Key Managerial Personnel

Rajendra S Pawar Vijay K Thadani Arvind Thakur

c) Parties in which the Key Managerial Personnel of the Company are interested:

Naya Bazar Novelties Pvt Ltd.

NIIT Institute of Information Technology

Indian School of Business

Notes :

1 Figures in parenthesis represent previous year's figure.

2 Transactions in purchase of Fixed Assets for the year with;

NIIT Technologies Services Ltd.Rs.Nil (Previous year Rs.2,303,480/-)

3 Includes transactions in Rendering of Services for the year mainly with;

* NIIT Technologies Inc USA Rs. 4,516,892,871/- (Previous year Rs. 3,494,578,912/-)

* NIIT Technologies Ltd, UK Rs 1,217,745,852/- (Previous year Rs. 809,605,592/-)

NIIT Limited Rs 9,787,688/- (Previous year Rs. 9,344,949/)

* includes revenue from revision in rates based on an independent transfer pricing study.

4 Includes transactions in Receiving of Services for the year mainly with;

NIIT Limited Rs 4,144,258/- (Previous year Rs.29,883,835/-)

NIIT Technologies Pte Ltd. Singapore Rs. Nil (Previous year Rs. 10,712,040/-)

NIIT GIS Ltd Rs 3,905,355/-(Previous year Rs. 3,902,515/-)

Evolve Services Limited Rs 2,754,012/-(Previous year Rs. 1,009,200/-)

5 Includes transactions in recovery of expenses by the company for the year mainly with; NIIT GIS Ltd Rs 32,299,715/-(Previous year 23,309,498/-)

NIIT SmartServe Limited Rs.3,079,247/-(Previous year Rs 1,837,302/-)

NIIT Technologies Ltd, UK Rs.65,696,764/- (Previous year Rs13,142,723/-)

NIIT Limited Rs Nil (Previous year Rs. 5,237,124/-)

NIIT Technologies Inc USA Rs.30,792,791/- (Previous year Rs. 22,957,637/-)

6 Includes transactions in recovery of expenses from the company for the year mainly with; NIIT SmartServe Limited Rs 19,933,290/- (Previous year Rs. 19,607,321/-)

NIIT Limited Rs 10,205,340/- (Previous year Rs. 10,864,678/-)

NIIT USA Inc Rs 12,314,489/- (Previous year Rs.14,927,705/-)

NIIT Technologies Inc Rs.9,740,332/- (Previous year Rs. 41,244,953/-)

7 Includes transactions in donation made for the year mainly with;

NIIT Institute of Information Technology Rs 50,000,000/- (Previous year Rs. 50,000,000/-)

8 Includes transactions in sale of goods made for the year mainly with;

NIIT Technologies Services Ltd.Rs.Nil (Previous year Rs.532,485/-)

9 Includes transactions in Investments made for the year mainly with;

NIIT Technologies Services Ltd.Rs.Nil (Previous year Rs.61)

NIIT Technologies, Dubai.Rs.49,534,171/-(Previous year Rs.Nil)

10 Transactions in loans given received back for the year with;

NIIT Institute of Information Technology Rs 250,000,000/-(Previous year Rs. Nil)

11 Transactions in interest received for in the year with;

NIIT Institute of Information Technology Rs 10,027,396/-(Previous year Rs. 30,000,000/-)

12 Remuneration of:

Mr. R S Pawar - Rs.14,662,086/- (Previous year Rs.15,058,821/-)

Mr. Arvind Thakur - Rs.27,351,953/-(Previous year Rs.34,226,233/-)

Mr. Vijay K Thadani - Rs.800,000/- (Previous year Rs.820,000/-)

13 Includes transactions in other income for the year mainly with;

NIIT GIS Limited Rs 5,104,175/-(Previous year Rs.4,853,490/-)

NIIT SmartServe Ltd Rs 2,929,555/-(Previous year Rs.2,582,965/-)

NIIT Technologies Ltd, UK Rs 6,922,551/-(Previous year Rs.3,646,491/-)

NIIT Technologies Inc USA Rs.6,442,289/-(Previous year Rs.3,943,482/-)

NIIT Limited Rs. 300,000/- ( Previous year Rs. 4,500,000/-)

14 Includes transactions in other expenses for the year mainly with;

Naya Bazaar Novelties P Ltd Rs.535,063/-(Previous year Rs.687,657/-)

3 The dominant source of risk and returns of the enterprise is considered to be the business in which it operates viz - software solutions. Being a single business segment Company, no primary segment information is being provided. The secondary segment information as per Accounting Standard 17 "Segment Reporting" in relation to the geographies is as follows:

4 Income Tax

a) Current Income Tax

(i) The Company pays taxes on income under the Indian Income Tax Regulations and under the US tax regulations in respect of its India & US operations respectively.

(ii) As regard Indian Income Tax, the Company avails deduction under the provisions of Section 10AA of the Income Tax Act, 1961 available to units in SEZ. The current tax charge for the year includes charge in respect of Indian Income Tax of Rs 301,873,873/- after adjusting relief in relation to income taxes payable in United States to the extent of Rs.44,191,350/-. It further includes credit of Rs. 156,035/- relating to earlier years recognised on filing of tax returns. The company has utilised mat credit during the year of Rs.111,225,502/- after considering additon of Rs. 7,982,958 related to earlier years.

(iii) The current tax charge includes tax payable under the US income tax regulation of Rs. 59,083,849/- (Previous Year Rs. 58,881,110/-).

5 Derivative financial instruments:

The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities, forecasted cash flows denominated in foreign currency. The use of derivatives to hedge foreign currency forecasted cash flows is governed by the Company's strategy, which provide principles on the use of such forward contracts and currency options consistent with the Company's Risk Management Policy. The counter parties in these derivative instruments are banks and the Company considers the risks of non-performance by the counterparty as non-material. The forward foreign exchange/option contracts mature between 1 to 12 months and the forecasted transactions are expected to occur during the same period. The Company does not use forward contracts and currency options for speculative purposes.

At March 31, 2012 the estimated net amount of existing loss that is expected to be reclassified into the revenue statement within the next twelve months is Rs. 95,829,994/-(Previous Year gain Rs. 25,447,462/-).

6 Working capital limits of Rs. 1,800,000,000 (Previous Year Rs. 1,250,000,000) are secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company. The Company has not utilised the fund based limit as at the year-end (Previous Year Rs. Nil).

7 Employe stock option plan

The Company established NIIT Technologies Stock Option Plan 2005 (ESOP 2005) in the year 2005-06 and the same was approved by Shareholders of the Company on May 18 2005. The plan was set up so as to offer and grant for the benefit of employees of the company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters), options of the company in aggregate up to 3,850,000 options under ESOP 2005, in one or more Tranches, and on such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the company for such shares at a price to be determined in accordance with ESOP 2005. SEBI has issued the Employee's Stock Option scheme and Employee Stock Purchase Scheme Guideline, 1999 which is applicable to the above ESOP 2005.

During the year, the Compensations / Remuneration Committee at its meetings held on May 6, 2011 has approved issue of 15,000 Options (Grant IX), on June 9, 2011 has approved an issue of 50,000Options (Grant X), on July 19, 2011 has approved issue of 36,000 options (Grant-XI), on October 17,2011 has approved issue of 40,000 options (Grant XII) and on January 17, 2012 has approved issue of 20,250 options (Grant XIII) out of the option under ESOP 2005, to Managerial Personnel of the Company / Subsidiaries.

The assumptions used by the independent valuer for determination of fair value as per the Black & Scholes model is as follows:

a) Market price considered is the latest available closing price, prior to the date of the Grant

b) Exercise price is the price payable by the employees for exercising the option

c) As the life of the option is greater than one year there is considerable difficulty in estimating the amount and time of future dividend payouts with certainty, hence future dividend payout have not been incorporated in the valuation analysis

d) Volatility - Variance in the stock price is considered as 10% (for Grant I) , 51.13% ( for Grant III) , 65.62% (for Grant iV), 66.12% (for Grant V Tranche I), 64.75% ( for Grant V Tranche II), 62.07% (for Grant VI Trache I), 62.04% (for Grant VI Trache II), 51.67% (for Grant VII Trache I), 58.87% (for Grant VII Tranche II), 49.48% (for Grant VIII Tranche I), 58.73% (for Grant VIII Tranche II), 45.34% (Grant IX Tranche I), 56.27% (Grant IX Tranche II), 44.57% (Grant X Tranche I), 55.37% (Grant X Tranche II), 57.50% (Grant X Tranche III), 42.28% (Grant XI Tranche I), 55.46% (Grant XI Tranche II), 42.39% (Grant XII Tranche I), 48.54% (Grant XII Tranche II), 55.11% (Grant XII Tranche III), 39.5% (Grant XIII Tranche I) and 46.78% (Grant XIII Tranche II) is based on historical volatility in the share price movement of the company and four other comparable companies.

e) Average life of the options is considered to be 2.5 Years for Grant I, Grant III, Grant IV, Grant V Tranche I, Grant VII Tranche I and Grant VIII Tranche I, Grant IX Tranche I, Grant X Tranche I, Grant XI Tranche I, Grant XII Tranche I, Grant XIII Tranche I, 3.5 years for Grant V Tranche II, Grant VII Tranche II and Grant VIII Tranche

II, Grant IX Tranche II, Grant X Tranche II, Grant XI Tranche II, Grant XII Tranche II, Grant XIII Tranche II 2.75 Years for Grant VI Tranche I, 3.75 Years for Grant VI Tranche II, 4.5 Years for Grant X Tranche III and Grant XII Tranche III.

f) Risk less interest rate has been assumed at 7% (Grant I), 7.93 % (Grant III), 9.24% (Grant IV), 6.83% (Grant V Tranche I), 7.01% (Grant V Tranche II), 6.72% (Grant VI Tranche I), 7.01% (Grant VI Tranche II), 7.31% (Grant VII Tranche I), 7.61% (Grant VII Tranche II), 8.11% (Grant VIII Tranche I), 8.07% (Grant VIII Tranche II), 8.4%

(Grant IX Tranche I), 8.33% (Grant IX Tranche II), 8.41% (Grant X Tranche I), 8.34% (Grant X Tranche II), 8.29% (Grant X Tranche III), 8.14% (Grant XI Tranche I), 8.15% (Grant XI Tranche II), 8.6% (Grant XII Tranche I), 8.65% (Grant XII Tranche II), 8.7% (Grant XII Tranche III), 8.2% (Grant XIII Tranche I) and 8.17% (Grant XIII Tranche II) based on long term government bonds of ten year residual maturity.

For impact on Basic and Diluted earning Per Share, had fair value of the option been used for determining Employee Stock Option Plan expense, refer note no 37 Earnings Per Share.

During the period Rs. 6,885,023/- expenses accounted based on intrinsic value of the option as all other options were issued at market price only.

8 The financial statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared as per revised Schedule VI. Accordingly, the previous year figures have also been reclassified to confirm to this year's classification. The adoption of revised Schedule VI for previous year's figure does no impact recognition and measurement principles followed for preparation of financial statements except for accounting for dividend on investments in subsidiaries. (Refer note 2.2)

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Mar 31, 2011

1. CONTINGENT LIABILITIES: -

a) Guarantees issued by bankers outstanding at the end of accounting year Rs. 84,186,387/- (Previous Year Rs. 37,717,022/-).

b) Guarantees to banks against lines of credit sanctioned to wholly owned overseas subsidiaries Rs.833,424,569/- (Previous Year Rs. 795,815,380/-). Amount outstanding against this guarantee is Rs. 71,092,970/- (Previous Year Rs. 204,223,338/-).

c) Guarantees on behalf of wholly owned overseas subsidiaries Rs. 1,419,493,578/- (Previous Year Rs. 516,907,350/-).

d) Claims against the Company not acknowledged as debts Rs. 6,230,000/- (Previous Year Rs. 6,230,000/-).

e) Income Tax demand of Rs. 95,297,958/- (Previous Year Rs. 37,332,318/-). Against this, the Company has deposited a sum of Rs. 20,000,000/- under protest. (Previous Year Rs. 20,000,000).

2. Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 309,849,136/- (Previous Year Rs. 286,310,956/-).

3. Micro and Small scale business entities :

There are no micro and small scale enterprises, to which the Company owes dues, as at 31st March 2011. This information as required to be disclosed under the Micro, Small and Medium enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

4. a) Working capital limits of Rs. 12,500 Lacs (Previous Year Rs. 10,000 Lacs) are secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company. The Company has not utilized the fund based limit as at the year-end (Previous Year Rs. Nil).

b) Vehicle loans from banks are secured by way of hypothecation of the vehicles financed.

5. Interest received are gross of tax deducted at source of Rs. 3,959,067/- (Previous Year Rs. 4,288,919/-).

6. Expenses during the year are net of recoveries towards common services at cost from domestic subsidiaries amounting to Rs. 23,181,667/- (Previous Year Rs. 20,809,846/-).

7. The Companys domestic subsidiary NIIT GIS Limited has declared dividend of which Rs.120,983,596/- (Previous Year Rs. 44,496,885/-) is receivable by the Company in respect of which dividend distribution tax would be paid by the subsidiary. In terms of provisions of sub-section 1A of section 115 O of the Income Tax Act, 1961 dividend distribution tax is payable by the Company on the amount being excess of dividend proposed by the Company over the dividend receivable by the Company from its subsidiary.

8. The profit on sale of investments includes Rs. 7,881,452/- (Previous Year Rs. Nil) on sale of units of mutual funds held as investment for a period of more than 12 months.

9. DETAILS RELATING TO OPENING STOCK, PURCHASES, REVENUE AND CLOSING STOCK

a) The Company is engaged, inter-alia, in the production and development of computer software. The production and sale of such software cannot be expressed in generic unit. Hence, it is not possible to give quantitative details as required under paragraph 3 and 4C of Part II of Schedule VI of the Companies Act, 1956.

b) The details relating to value of traded items are as under:

The Company deals in a number of software and hardware items whose cost and selling price vary for different items. The revenue from the different kind of software and their related costs individually constitute less than 10% of the turnover and costs of the Company respectively. Accordingly, no quantitative information relating to software and hardware traded is being given disclosed or furnished.

c) Revenue includes income from software development and related services of Rs 5,892,663,083/- (Previous Year Rs. 4,895,324,295/-).

10. RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18:

A. Related party relationship where control exists: Subsidiaries

1. NIIT GIS Ltd, India

2. NIIT SmartServe Ltd, India

3. NIIT Technologies Services Ltd, India (Erstwhile Adecco NIIT Technologies Limited) ( Subsidiary with effect from 1st April 2010)

4. NIIT Technologies Ltd, United Kingdom

5. NIIT Technologies BV, Netherlands ( Held by NIIT Tech, UK)

6. NIIT Technologies NV, Belgium ( Held by NIIT Tech BV, Netherlands)

7. NIIT Technologies Pte Limited, Singapore

8. NIIT Technologies Ltd, Thailand ( Held by NIIT Tech, Singapore)

9. NIIT Technologies Pty Ltd, Australia ( Held by NIIT Tech, Singapore)

10. NIIT Technologies K.K., Japan ( Held by NIIT Tech, USA)

11. NIIT Technologies GmbH, Germany

12. NIIT Technologies AG, Switzerland ( Held by NIIT Tech GmbH, Germany)

13. NIIT Technologies AG, Austria ( Held by NIIT Tech, Switzerland)

14. NIIT Technologies Inc, USA

15. NIIT Insurance Technologies Limited, United Kingdom ( Erstwhile ROOM Solutions Limited) ( Held by NIIT Tech, UK)

16. NIIT Airline Technologies GmbH, Germany (Erstwhile Softech GmbH)

17. NIIT Technologies FZ LLC, Dubai

18. NIIT Technologies Limited, Canada

19. NIIT Healthcare Technologies Inc., USA ( Held by NIIT Tech Inc, USA) wef 9th December 2010

B. Other related parties with whom the Company has transacted:

a) Parties of whom the Company is an associate and its subsidiaries:

- NIIT Limited, India (Through its subsidiary, Scantech Evaluation Services Ltd, India)

- NIIT USA Inc., USA

- Evolve Services Limited, India

b) Key Managerial Personnel

- Rajendra S Pawar

- Vijay K Thadani

- Arvind Thakur

c) Parties in which the Key Managerial Personnel of the Company are interested:

- Naya Bazar Novelties Pvt. Ltd., India

- NIIT Institute of Information Technology, India

Notes:

1. Figures in parenthesis represent previous years figure.

2. Transactions in purchase of Fixed Assets for the year with;

NIIT Technologies Services Ltd.Rs.23.03 Lacs (Previous year Rs.Nil) NIIT GIS Ltd Nil (Previous year 1.13Lacs)

3. Includes transactions in Sale of Fixed Assets for the year with; NIIT Limited Rs Nil (Previous year Rs.5.55Lacs)

4. Includes transactions in Rendering of Services for the year mainly with;

* NIIT Technologies Inc USA Rs. 34,945.79Lacs (Previous year Rs. 30,807.78Lacs)

* NIIT Technologies Ltd, UK Rs 8,096.06Lacs (Previous year Rs. 9,225.72Lacs) NIIT Limited Rs 93.45 Lacs (Previous year Rs. 83.85Lacs)

* includes revenue from revision in rates based on an independent transfer pricing study.

5. Includes transactions in Receiving of Services for the year mainly with; NIIT (Thailand) Ltd Rs Nil (Previous year Rs.10.03 Lacs)

NIIT SmartServe Limited Rs.Nil (Previous year Rs 15.75Lacs)

NIIT Limited Rs 298.84Lacs (Previous year Rs.39.75Lacs)

NIIT Technologies Pte Ltd. Singapore Rs. 107.12Lacs (Previous year Rs. Nil)

NIIT GIS Ltd Rs 39.03Lacs (Previous year Rs. 112.14Lacs)

6. Includes transactions in recovery of expenses by the Company for the year mainly with; NIIT GIS Ltd Rs 233.09Lacs (Previous year 161.09Lacs)

NIIT SmartServe Limited Rs.18.37Lacs (Previous year Rs 10.28Lacs) NIIT Technologies Ltd, UK Rs.131.43Lacs (Previous year Rs138.62Lacs) NIIT Limited Rs 52.37Lacs (Previous year Rs. 3.50Lacs) NIIT Technologies Inc USA Rs.229.58Lacs (Previous year Rs. 230.89Lacs)

7. Includes transactions in recovery of expenses from the Company for the year mainly with; NIIT SmartServe Limited Rs 196.07Lacs (Previous year Rs. 98.16Lacs)

NIIT Limited Rs 108.65Lacs (Previous year Rs. 52.07Lacs)

NIIT USA Inc Rs 149.28Lacs (Previous year Rs.219.88Lacs)

NIIT Technologies Inc Rs.412.45Lacs (Previous year Rs. 1278.67Lacs)

8. Includes transactions in donation made for the year mainly with;

NIIT Institute of Information Technology Rs 500.00Lacs (Previous year Rs. Nil)

9. Includes transactions in sale of goods made for the year mainly with; NIIT Technologies Services Ltd.Rs.5.32 Lacs (Previous year Rs.Nil)

10. Includes transactions in Investments made for the year mainly with; NIIT Airline Technologies GmbH Rs Nil (Previous year Rs.595.60Lacs) NIIT Technologies Services Ltd.Rs.61/- (Previous year Rs.Nil)

11. Transactions in Loans Given for the year with;

NIIT Institute of Information Technology Rs Nil(Previous year Rs. 2500.00Lacs)

12. Transactions in loans given received back for the year with;

NIIT Airline Technologies GmbH Rs Nil (Previous year 218.51Lacs)

13. Transactions in interest received for in the year with;

NIIT Airline Technologies GmbH Rs.Nil (Previous year Rs.7.25Lacs)

NIIT Institute of Information Technology Rs 300.00 Lacs (Previous year Rs. 0.82Lacs)

14. Remuneration of:

Mr. R S Pawar – Rs.150.59Lacs (Previous year Rs.94.57Lacs) Mr. Arvind Thakur – Rs.342..26Lacs (Previous year Rs.170.11Lacs) Mr. Vijay K Thadani – Rs.8.20Lacs (Previous year Rs.6.20Lacs)

15. Includes transactions in other income for the year mainly with; NIIT GIS Limited Rs 48.53Lacs (Previous year Rs.33.88Lacs) NIIT SmartServe Ltd Rs 25.83Lacs (Previous year Rs.20.29Lacs)

NIIT Technologies Ltd, UK Rs 36.46Lacs (Previous year Rs.47.54Lacs) NIIT Technologies Inc USA Rs.39.43Lacs (Previous year Rs.29.34Lacs) NIIT Limited Rs. 45.00 Lacs ( Previous year Rs. Nil)

16. Includes transactions in other expenses for the year mainly with; Naya Bazaar Novelties P Ltd Rs.6.88Lacs (Previous year Rs.4.40Lacs)

#Total of Rs. 6.88 Lacs includes reversal for expense of earlier year, Rs 0.32 Lacs Naya Bazaar Novelties P Ltd Rs.4.40Lacs (Previous year Rs.2.75Lacs)

16. During 2009-10, the Company had granted unsecured loan of Rs.2,500 Lacs to NIIT Institute of Information Technology, a society registered under Society Registration Act, 1860 (referred to as Borrower). The Borrower has set up a University named as "NIIT University" (NU) as a private University at Neemrana, District Alwar, Rajasthan in accordance with the Guidelines for the Establishment of Private University by a separate Act issued by Government of Rajasthan. This loan repayment term has been extended for a period of 6 months with the same terms and conditions.

17. Employee Benefits

a) Defned Contribution Plans

Company makes contribution towards Provident Fund, Superannuation Fund and Pension scheme to the defined contribution plans for eligible employees,

b) Disclosure in respect of defined benefit plans in accordance with Accounting Standard 15 (Revised) "Employee Benefts"

- Provident Fund:

(a) In respect of Companys obligation towards guaranteed returns on Provident Fund Contributions made to the "NIIT Technologies Limited Employees Provident Fund Trust" established by the Company, the Companys obligation has been actuarially determined. As per actuarys report the interest earnings and cumulative surplus of Trust are less than the statutory requirement and accordingly the additional liability of employer on account of interest shortfall are provided for in the books.

(b) The Company made defined contribution to Regional Provident Fund Commissioner (RPFC) from 1st October 2005 till 29th February 2009 in respect of Provident Fund. The Company has transferred these contributions along with the interest from RPFC to NIIT Technologies Limited Employees Provident Fund Trust. The Company does not have any further obligation in this respect.

v. Investment details of plan assets:

The Plan assets are maintained with Life Insurance Corporation Gratuity Scheme. The details of investment maintained by Life Insurance Corporation are not available with the Company and have not been disclosed.

The estimates of future salary increases considered in actuarial valuation take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

18. The Company and Joint Venture partner Adecco Holding Europe BV, Netherlands had signed an agreement on April 26th, 2010 replacing the erstwhile joint venture agreement which provided for amongst others, the transfer of entire shareholding held by joint venture partner to the Company. During the year, the Company has acquired 2,500,000 shares held by Joint Venture partner in the Joint Venture Company for a nominal value and thereby making it a wholly owned subsidiary of the Company.

19. The dominant source of risk and returns of the enterprise is considered to be the business in which it operates viz – software solutions. Being a single business segment Company, no primary segment information is being provided. The secondary segment information as per Accounting Standard 17 "Segment Reporting" in relation to the geographies is as follows:

20. Income Tax

a) Current Income Tax

(i) The Company pays taxes on income under the Indian Income Tax Regulations and under the US tax regulations in respect of its India & US operations respectively.

(ii) As regard Indian Income Tax, the Company avails deduction under the provisions of Section 10B of the Income Tax Act, 1961 available to export oriented unit registered with Software Technology Parks of India. The current tax charge for the year includes charge in respect of Indian Income Tax of Rs 2,249 Lacs after adjusting relief in relation to income taxes payable in United States to the extent of Rs.203 Lacs. It further includes Rs. 10 lacs relating to Financial Year 2008-09 and Rs. 30 Lacs relating to Financial Year 2009-10 recognized in fling of tax return. The current tax under Indian Income tax relates to Minimum Alternate Tax (MAT) as per the provisions of Section 115JB, part of which amounting to Rs. 1,047 Lacs (Previous Year Rs. 1,269 Lacs), is expected to be recovered in future years and the same has been recognized as MAT credit entitlement in these accounts.

(iii) The current tax charge includes tax payable under the US income tax regulation of Rs. 589 Lacs (Previous Year Rs. 477 Lacs).

b) Deferred Tax

Note:

1. Deferred tax assets and liabilities above have been determined by applying the income tax rates of respective countries. Deferred tax assets and liabilities in relation to taxes payable under different tax jurisdictions have not been offset in financial statements.

2. Amount of Rs. 691 Lacs is net of exchange fluctuation of Rs. 5 Lacs relating to deferred tax assets created for US Branch operations.

24. LEASES

All operating leases entered into by the Company are cancelable on giving a notice of 1 to 3 months. Aggregate expenditure in respect of operating lease amounts to Rs. 151,856,323/- (Previous year Rs. 150,239,835/-).

25. EMPLOYEE STOCK OPTION PLAN:

(i) The Company established NIIT Technologies Stock Option Plan 2005 (ESOP 2005) in the year 2005-06 and the same was approved at the Annual General Meeting of the Company on 29th July 2004. The plan was set up so as to offer and grant for the benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters), options of the Company in aggregate up to 3,850,000 options under ESOP 2005, in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the Company for such shares at a price to be determined in accordance with ESOP 2005. SEBI has issued the Employees Stock Option scheme and Employee Stock Purchase Scheme Guideline, 1999 which is applicable to the above ESOP 2005.

The Company granted option in eight Grants, out of the same grant I and II has been fully exercised / lapsed.

Note:

Opening balances of Grant III for 7,904 shares and IV for 15,000 shares are restated for one of our employees.

During the year, the Compensations / Remuneration Committee at its meetings held on July 19, 2010 has approved issue of 74,000 options (Grant-VI), on October 18,2010 has approved issue of 86,000 options (Grant VII) and on January 18, 2011 has approved issue of 50,000 options out of the option under ESOP 2005, to Managerial Personnel of the Company / Subsidiaries.

The assumptions used by the independent valuer for determination of fair value as per the Black & Scholes model is as follows:

a) Market price considered is the latest available closing price, prior to the date of the Grant.

b) Exercise price is the price payable by the employees for exercising the option.

c) As the life of the option is greater than one year there is considerable difficulty in estimating the amount and time of future dividend payouts with certainty, hence future dividend payout have not been incorporated in the valuation analysis.

d) Volatility - Variance in the stock price is considered as 10% (for Grant I) , 51.13% ( for Grant III) , 65.62% (for Grant IV), 66.12% (for Grant V Tranche I), 64.75% ( for Grant V Tranche II), 62.07% (for Grant VI Trache I), 62.04% (for Grant VI Trache II), 51.67% (for Grant VII Trache I), 58.87% (for Grant VII Tranche II), 49.48% (for Grant VIII Tranche I) and 58.73% (for Grant VIII Tranche II) is based on historical volatility in the share price movement of the Company and four other comparable companies.

e) Average life of the options is considered to be 2.5 Years for Grant I, Grant III, Grant IV, Grant V Tranche I, Grant VII Tranche I and Grant VIII Tranche I, 3.5 years for Grant V Tranche II, Grant VII Tranche II and Grant VIII Tranche II, 2.75 Years for Grant VI Tranche I and 3.75 Years for Grant VI Tranche II.

f) Risk less interest rate has been assumed at 7% (Grant I), 7.93 % (Grant III), 9.24% (Grant IV), 6.83% (Grant V Tranche I), 7.01% (Grant V Tranche II), 6.72% (Grant VI Tranche I), 7.01% (Grant VI Tranche II), 7.31% (Grant VII Tranche I), 7.61% (Grant VII Tranche II), 8.11% (Grant VIII Tranche I) and 8.07% (Grant VIII Tranche II) based on long term government bonds of ten year residual maturity.

(ii) Other information regarding employee share based payment is as below:

a) Figures in parenthesis represent previous years figure.

b) For impact on Basic and Diluted earning Per Share, had fair value of the option been used for determining Employee Stock Option Plan expense, refer note 21 above.

c) During the period Nil expenses accounted based on intrinsic value of the option as all the options were issued at market price only.

26. Derivative Financial instruments:

The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities, forecasted cash flows denominated in foreign currency. The use of derivatives to hedge foreign currency forecasted cash flows is governed by the Companys strategy, which provide principles on the use of such forward contracts and currency options consistent with the Companys Risk Management Policy. The counter parties in these derivative instruments are banks and the Company considers the risks of non-performance by the counterparty as non-material. The forward foreign exchange/option contracts mature between 1 to 17 months and the forecasted transactions are expected to occur during the same period. The Company does not use forward contracts and currency options for speculative purposes.

27. Previous year figures have been regrouped / recast wherever necessary to conform to current years classification.

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Mar 31, 2010

1. CONTINGENT LIABILITIES: -

a) Guarantees issued by bankers outstanding at the end of accounting year Rs. 304,883,062/- (Previous Year Rs. 55,230,786/-)

b) Guarantees to banks against lines of credit sanctioned to wholly owned overseas subsidiaries Rs. 795,815,380/-(Previous Year Rs. 846,672,600/-).

c) Guarantees on behalf of wholly owned overseas subsidiaries Rs. 516,907,350/- (Previous Year Rs. 579,132,300/-).

d) Claims against the Company not acknowledged as debts Rs. 6,230,000/- (Previous Year Rs. 57,091,400/-).

e) Income Tax demand of Rs. 37,332,318/- (Previous Year Rs. Nil). Against this, the Company has deposited a sum of Rs. 20,000,000/- under protest. (Previous Year Rs. Nil).

2. Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 286,310,956/- (Previous Year Rs. 361,573,980/-).

3. Micro and Small scale business entities :

There are no micro and small scale enterprises, to which the Company owes dues, as at 31" March 2010. This information as required to be disclosed under the Micro, Small and Medium enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the

4. a) Working capital limits of Rs. 10,000 Lacs (Previous Year Rs. 10,000 Lacs) are secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company. The Company has not utilized the fund based limit as at the year-end (Previous Year Rs. Nil).

b) Vehicle loans from banks are secured by way of hypothecation of the vehicles financed.

5. Interest received are gross of tax deducted at source of Rs. 4,288,919/- (Previous Year Rs. 4,724,316/-).

6. Expenses during the year are net of recoveries towards common services from domestic subsidiaries amounting to Rs. 20,809,846/- (Previous Year Rs. 11,223,404/-).

7. The Companys domestic subsidiary NUT GIS Limited has declared dividend of which Rs. 44,496,885/- (Previous Year Rs. 305,378,026/-) is receivable by the Company in respect of which dividend distribution tax would be paid by the subsidiary. In terms of provisions of sub-section 1Aof section 115O of the Income Tax Act, 1961 dividend distribution tax is payable by the Company on the amount being excess of dividend proposed by the Company over the dividend receivable by the Company from its subsidiary.

8. The profit on sale of investments includes Rs. Nil (Previous Year Rs. 153 Lacs) on sale of units of mutual funds held as investment for a period of more than 12 months.

9. DETAILS RELATING TO OPENING STOCK, PURCHASES, REVENUE AND CLOSING STOCK

a) The Company is engaged, inter-alia, in the production and development of computer software. The production and sale of such software cannot be expressed in generic unit. Hence, it is not possible to give quantitative details as required under paragraph 3 and 4C of Part II of Schedule VI of the Companies Act, 1956.

10. RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18:

A. Related party relationship where control exists:

Subsidiaries

1. NIITGIS Ltd, India

2. NIITSmartServe Ltd, India

3. NUT Technologies Ltd, United Kingdom

4. NUT Technologies BV, Netherlands

5. NUT Technologies NV, Belgium

6. NIITTechnologies Pte Limited, Singapore

7. NIITTechnologies Ltd, Thailand

8. NIITTechnologies Pty Ltd, Australia

9. NIITTechnologies Co Ltd, Japan

10. NIITTechnologies GmbH, Germany

11. NUT Technologies AG, Switzerland

12. NIITTechnologies AG, Austria

13. NIITTechnologies Inc, USA

14. Room Solutions Limited, United Kingdom

15. Softech GmbH, Germany

16. NIITTechnologies FZ LLC, Dubai

17. NIITTechnologies Limited, Canada

B. Other related parties with whom the company has transacted:

a) Parties of whom the company is an associate and its subsidiaries:

- NUT Limited, India (Through its subsidiary, Scantech Evaluation Services Ltd, India)

- NUT Middle East LLC Bahrain - NIITUSAInc.USA

- Evolve Services Limited, India.

b) Key Managerial Personnel

- Rajendra S Pawar

- Vijay K Thadani

- ArvindThakur

c) Parties in which the Key Managerial Personnel of the company are interested:

- Naya Bazar Novelties Pvt. Ltd., India

- NUT Institute of Information Technology, India

d) Joint Venture:

- Adecco NIITTechnologies Private Limited, India (also refer note 18(b) below)

11. During the year the Company has granted unsecured loan of Rs.2,500 Lacs(Previous Year Nil) to NUT Institute of Information Technology, a society registered under Society Registration Act, 1860 (referred to as Borrower). The Borrower has set up a University named as "NUT University" (NU) as a private University at Neemrana, District Alwar, Rajasthan in accordance with the Guidelines for the Establishment of Private University by a separate Act issued by Government of Rajasthan. The rate of interest of loan is 12% pa. and the loan is repayable within one year.

12. Employee Benefits

b) Disclosure in respect of defined benefit plans in accordance with Accounting Standard 15 (Revised) "Employee Benefits" ¦ Provident Fund:

In respect of Companys obligation towards guaranteed returns on Provident Fund Contributions made to the "NUT Technologies Limited Employees Provident Fund Trust" established by the Company, the Companys obligation has been actuarially determined. As per actuarys report the interest earnings and cumulative surplus of Trust are more than the statutory requirement and accordingly there is no additional liability of employer on account of interest shortfall.

13. a) The Company has 50% ownership interest in Adecco NUT Technologies Private Limited, a company incorporated in India, where rest is owned by Adecco Holding Europe BV, Netherlands.

14. Income Tax

a) Current Income Tax -

(i) The Company pays taxes on income under the Indian Income Tax Regulations and under the US tax regulations in respect of its India & US operations respectively.

(ii) As regard Indian Income Tax, the Company avails deduction under the provisions of Section 10B of the Income Tax Act, 1961 available to export oriented unit registered with Software Technology Parks of India. The current tax charge for the year includes charge in respect of Indian Income Tax of Rs 1,479 Lacs after adjusting relief in relation to income taxes payable in United States to the extent of Rs.163 Lacs. It further includes Rs. 284 lacs relating to Financial Year 2008-09 recognized in filing of tax return. The current tax under Indian Income tax relates to Minimum Alternate Tax (MAT) as per the provisions of Section 115JB, part of which amounting to Rs. 1,269 Lacs (Previous Year Rs. 106 Lacs), is expected to be recovered in future years and the same has been recognized as MAT credit entitlement in these accounts.

(iii) The current tax charge includes tax payable under the US income tax regulation of Rs. 477 Lacs (Previous Year Rs. 420 Lacs).

15. LEASES

All operating leases entered into by the Company are cancelable on giving a notice of 1 to 3 months. Aggregate expenditure in respect of operating lease amounts to Rs. 154,396,194/-(Previous year Rs. 181,023,298/-).

16. EMPLOYEE STOCK OPTION PLAN:

(i) The Company established NUT Technologies Stock Option Plan 2005 (ESOP 2005) in the year 2005-06 and the same was approved at the Annual General Meeting of the Company on 29th July 2004. The plan was set up so as to offer and grant for the benefit of employees of the company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters), options of the company in aggregate up to 3,850,000 options under ESOP 2005, in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the company for such shares at a price to be determined in accordance with ESOP 2005. SEBI has issued the Employees Stock Option scheme and Employee Stock Purchase Scheme Guideline, 1999 which is applicable to the above ESOP 2005.

17. Derivative Financial Instruments:

The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities, forecasted cash flows denominated in foreign currency. The use of derivatives to hedge foreign currency forecasted cash flows is governed by the Companys strategy, which provide principles on the use of such forward contracts and currency options consistent with the Companys Risk Management Policy. The counter parties in these derivative instruments are banks and the Company considers the risks of non-performance by the counterparty as non-material. The forward foreign exchange/option contracts mature between 1 to 17 months and the forecasted transactions are expected to occur during the same period. The Company does not use forward contracts and currency options for speculative purposes.

18. The Company has accounted for unclaimed employee related reimbursement in respect of earlier years, aggregating to Rs. 23,188,834 based on maximum possible liability payable by the Company in this respect.

19. Previous year figures have been regrouped / recast wherever necessary to conform to current years classification. Signature to the Schedules 1to-18above