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COFORGE LIMITED Ltd.

BSE: 532541 | NSE: COFORGE |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE591G01017 | SECTOR: Computers - Software

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Annual Report

For Year :
2021 2018 2017 2016 2015 2014 2013 2012 2011

Director’s Report

Your Directors are pleased to present the Twenty Ninth Annual Report on the business and operations of your Company along with the audited annual accounts for the financial year ended March 31, 2021 (FY2021). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE OF THE COMPANY

The highlights of the financial results for the financial year 2020-21 are as follows:

(Figures in Rs.mn except for EPS)

Particulars

FY

2020-21

FY

2019-20

FY

2020-21

FY

2019-20

Consolidated

financials

Standalone

financials

Income from operations

46,628

41,839

24,124

22,310

Other Income

326

677

1,056

2,846

Total Income

49,954

42,516

25,180

25,156

Profit before depreciation and taxes

7,978

7,755

3,796

5,775

Depreciation

1,836

1,730

962

902

Exceptional Item

180

71

-

-

Provision for tax & (deferred tax)

1,302

1,278

435

648

Non-Controlling Interest

104

236

-

-

Profit After Tax

4,556

4,440

2,399

4,225

Earnings Per Share (Basic) (In Rs.)

74.68

71.39

39.32

67.93

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

Operating highlights

The financial year under review has been one of outperformance across multiple parameters, with robust revenue and earnings growth as well as strong deal flows

even as the Company navigated an increasingly difficult and unprecedented situation arising out of the Covid-19 pandemic during the last quarter of the fiscal.

Driven by its strategy to transform at the intersect of industry verticals of focus, the Company acquired new customer relationships, won multiple new deals, and enhanced its offerings portfolio through both organic and inorganic means which included the acquisition of an additional stake in the total capital of WHISHWORKS IT Consulting Private Limited (‘WHISHWORKS''), a MuleSoft® and Big Data specialist.

As at March 31, 2020, the Group held 57.6% stake in Whishworks IT Consulting Private Limited (“Whishworks”). Consequent to the Share Purchase Agreement with shareholders of Whishworks, on 9 June 2020, the Group acquired incremental 23.8% stake for consideration of Rs. 689 Mn resulting in Whishworks becoming a 81.4% subsidiary as at 31 March 2021. Pending acquisition of 18.6% shareholding, the group has attributed the profit and each component of other comprehensive income (if any) to Non Controlling Interest, which is included in future acquisition liability.

The Company''s operating performance during the year has also been marked by multiple new engagements and large deal closures. The Company added 45 new clients during FY2021, compared to 41 in the preceding financial year. The Company secured fresh orders worth $781 million during FY2021 (compared to $748 million during FY2020), resulting in a 11% increase in the order book executable over the next 12 months from $468 million as on March 31, 2020 to $ 520 million as on March 31, 2021. Key among the significant operating accomplishments during the year was the Company''s ability to ensure Business Continuity and uninterrupted delivery to its customers worldwide even as multiple countries went into lockdowns amidst increasing concerns over the spread of Covid-19. Coforge Limited has been proactive and nimble in instituting and implementing practices and processes to ensure the safety of its human resources as well as its ability to up to the trust reposed in the Company by its clients. The Company has successfully managed to switch temporarily to a work-from-home-model in order to seamlessly manage business operations and serve its customers while maintaining optimal productivity levels. By the end of FY2021, almost every one of the Company''s delivery resources, including IT Services and BPO, were operating through the work-from-home model, other than the ones who are required to operate from a clean room.

Financial highlights

On a consolidated basis, revenues increased 11.4% to Rs 46,628 million in FY2021 from Rs 41,839 million in FY2021. The financial year FY2020-21 has been an unusually difficult year for all businesses. But for Coforge, which has historically had one of the highest exposures within its peer set to the Travel, Transportation and Hospitality industry, the challenges were severely amplified due to Covid-19. It is important to note that growth, excluding the Travel vertical, has been 24.6% over FY2020. EBITDA (excl RSU) for the year increased 12.7% to Rs. 8,391 million from Rs. 7,448 million in the preceding financial year. EBITDA margin for FY2021 stood at 18.0%, representing anincrease of 19 basis points over the previous financial year. EBITDA (post RSU cost) and acquisition related expenses stood at INR 7,865 Mn, reflecting EBITDA margin of 16.9%. Depreciation during the year at Rs 1,836 million, other income for the financial year, stood at Rs 326 million. The effective tax rate for the year was 21.8%. Profit after tax (PAT) for the year was Rs 4,556 million, representing an increase of 2.6% from the preceding financial year.

The Management’s Discussion & Analysis (MD&A)

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

Consolidated financial statements

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

Dividend

No final dividend has been recommended by the Board for the year under review. However, an Interim Dividend of INR 787.7milion i.e. INR 13 per equity share was paid by the Company subject the approval of the Shareholders.

Transfer to Reserves

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

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

There have been no material changes and commitments affecting the financial position of the Company subsequent to the close of the Financial Year to which Financial Statements relate and the date of the Report. However, two major events took place in April 2021, the details of which are provided below:

ACQUISITION OF SLK GLOBAL SOLUTIONS PRIVATE LIMITED

The Company made a strategic investment in M/s SLK Global Solutions Private Limited (the “Investee Company”) on April 12, 2021, and has entered into the following agreements:

(i) Share Purchase Agreement to acquire equity shares equivalent to 60% (sixty per cent) of total issued and paid up share capital of the Investee Company as on date from the existing shareholders of the Investee Company with an obligation to further purchase 20% (twenty per cent) of the total issued and paid up share capital of the Investee Company after 2(two) years from the date hereof.

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

In this regard, the Company proposed to acquire equity shares equivalent to 80% (eighty per cent) of the total issued and paid up share capital of the Investee Company over a period of 2 (two) years from the existing shareholders of the Company Out of this, equity shares equivalent to 35% (thirty five per cent) of the total issued and paid up share capital of the Investee Company was purchased on April 12, 2021 (“Tranche 1”) and equity shares equivalent to 25% (twenty five per cent) of the total issued and paid up share capital of the Investee Company will be purchased within 23 business days from Tranche 1, aggregating to 60% (sixty percent) of the total share capital of the Investee Company. The balance equity shares equivalent to 20% (twenty per cent) of the total issued and paid up share capital of the Investee Company will be purchased after two years from the date hereof.

ISSUE OF NON CONVERTIBLE BONDS

The Company proposed to issue up to 3400 Unsecured, Listed, Rated, Redeemable Non-Convertible Bonds of

Directors

During the year, there was no change in the Directorship of the Company. The current composition of the Board of the Company is as under:

Name of the Director & DIN Designation

Mr. Basab Pradhan (00892181) Independent Director-

Chairperson

Mr. Sudhir Singh (07080613) Chief Executive Officer

& Executive Director

Mr. Hari Gopalakrishnan Non-Executive Director

(03289463)

Mr. Patrick John Cordes Non-Executive Director

(02599675)

Mr. Kenneth Tuck Kuen Cheong Non-Executive Director (08449253)

Mr. Kirti Ram Hariharan Non-Executive Director

(01785506)

Mr. Ashwani Puri (00160662) Independent Director

Ms. Holly Jane Morris (06968557) Independent Director

Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 & SEBI Listing Obligations & Disclosure Regulations, 2015 as amended, Mr. Basab Pradhan has been appointed as Non-Executive Independent Director and Chairperson of the company by the Board on June 29, 2019 for a term up to June 28, 2021. The shareholders also approved the appointment of Mr. Pradhan in their annual general meeting held on September 21, 2019 in FY20. There are two other Independent Directors on the Board of the Company Mr. Ashwani Puri & Ms. Holly Jane Morris. The composition of the Board is in accordance with the terms of the SEBI Listing Obligations & Disclosure Regulations, 2015 as amended & Companies Act, 2013 as amended from time to time.

All Independent Directors have given declarations that they meet all the requirements specified under Section 149(6) of the Companies Act, 2013 and SEBI Listing Obligations & Disclosure Regulations, 2015 as amended. Independent directors have registered themselves with Indian Institute of corporate affairs (IICA).

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

face value of INR 10,00,000 (Indian Rupees Ten Lakh) (“NCB”) each, aggregating up to INR 340,00,00,000 on a private placement basis in accordance with the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time (“ILDS Regulations”).

The Board of Directors of the Company have approved the issuance of the NCBs in their meeting on April 17, 2021 &the allotment is done on April 26, 2021 by the Board. The Company has obtained all necessary approvals including Listing approval on BSE Limited. The Company''s NCB were finally listed on BSE on April 29, 2021.

CHANGE IN NAME OF THE COMPANY (REBRANDING)

Pursuant to the terms and conditions of the Share Purchase Agreement entered between the Company, NIIT Limited (erstwhile promoter of the Company) & Hulst B.V. signed on April 06, 2019, the Company and its subsidiaries were entitled to use the Licensed Brand of “NIIT” till 18 months from the closing date i.e. upto November 16, 2020.

Accordingly, the Company rebranded its name from NIIT Technologies Limited to Coforge Limited and sought shareholders approval in respect of the amendment in Memorandum and Articles of Association of the Company via postal ballot. The change in name was approved by the Registrar of Companies by issuing a new Certificate of Incorporation dated August 03, 2020 in this regard. Similar activities were performed by all the subsidiaries (both India and overseas) of the Company having brand name NIIT in their names. At all the places where the name NIIT Technologies was appearing was changed to Coforge including Policies, website, as a Scrip with NSE & BSE and with all Regulatory and Statutory authorities etc.

COMPANIES ACT DISCLOSURES & CORPORATE GOVERNANCE

Annual Return

As required, pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 every company shall place the copy of annual return on the website of the Company, if any and shall provide the web-link of the same in this report.

Since the Company has a website the Annual return is uploaded on the website of the Company and the web link of the same is www.coforgetech.com

Details of the Familiarization program for Independent Directors of the Company are available on the website of the Company at https://www.coforgetech.com/sites/default/ files/inline-files/Familiarization-Programme-Independent-Directors.pdf. Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities. The terms and conditions of the appointment of Non-Executive Directors are placed on the website on the Company at www.coforgetech.com.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has the following Directors/ employees as Whole-time Key Managerial Personnel as on March 31,2021:

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

b) Mr. Ajay Kalra - Chief Financial Officer

c) Mr. Lalit Kumar Sharma - Company Secretary & Legal Counsel

There is no changes in the status of KMPs during the year.

Number of meetings of the Board

The Board of Directors of the Company met 6 (Six) times in the FY2020-21. The details pertaining to the Board Meetings and attendance are provided in the Corporate Governance Report. The intervening gap between two Board Meetings was within the period prescribed under Companies Act, 2013 and SEBI Listing Obligations & Disclosure Regulations, 2015 as amended. The details of the attendance and other relevant details are provided in the Corporate Governance Report.

Directors’ Responsibility Statement

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

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

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

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records

in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Deposits from Public

The Company has not accepted any Deposits under

Chapter V of the Companies Act, 2013 during the year and

hence no amount of principal or interest was outstanding

on the date of the Balance Sheet.

Share Capital

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

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

b) Issue of Employee Stock Options

During the year, the Company issued 54,080(Fifty Four Thousand &Eighty) Equity shares on the exercise of stock options under the Employee Stock Option Scheme of the Company (ESOP 2005). Consequently, the issued, subscribed and Paid-up Equity Capital increased to Rs. 605,923,490 as at March 31, 2021 pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014. The grant-wise details of the Employee Stock Option Scheme are partially provided in the Notes to Accounts of the Financial Statement in the Annual Report and a comprehensive note on the same forms part of the Board Report, which is available on the website of the Company fwww.coforgetech.com/investors).

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

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

d) Buy-back of equity shares of the Company

The Board in its meeting held on December 23, 2019 and the shareholders by way of postal ballot by means of a special resolution through postal ballot on February 13, 2020 has approved buy-back of up to 19,56,290 fully paid equity shares of a face value of Rs. 10/- each at a price of up to INR 1,725 (Rupees One Thousand Seven Hundred Twenty Five Only) per share aggregating up to INR 337,46,00,250 (Rupees Three Hundred Thirty Seven Crores Forty Six Lakhs and Two Hundred Fifty only) which represents 20.23% of the paid-up equity share capital and free reserves of the Company. The Buyback was proposed to be made from the shareholders of the Company as on March 12, 2020, Record Date on a proportionate basis under the Tender Offer route through Stock Exchange mechanism in accordance with the provisions of the SEBI (Buyback of Securities) Regulations, 2018. Due to the COVID-19 nationwide lockdown for logistical reasons, the Company sought an extension from the Securities and Exchange Board of India for dispatching the letter of offer and tender form. SEBI has provided an extension for dispatching the letter of offer and tender form within 15 days from the end of the ‘lockdown'' as announced by the Government. All the formalities pursuant to buyback were completed on June 22, 2020 and post buyback corporate action the share capital of the company stood at INR 605,382,690.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Audit Committee

The Audit Committee of the Company is constituted as per Section 177 of the Companies Act, 2013 & Regulation 18 of the SEBI Listing Obligations and Disclosure Regulation, 2015 as amended, and it consists of a majority of Independent Directors. The Board in its meeting held on March 20, 2019 revised the charter of the Committee in line with SEBI Listing Obligations & Disclosure Regulations, 2015 as amended effective from April 01, 2019. The details of the attendance in the meetings and other details are provided in the Corporate Governance Report. The

Audit Committee of the Board comprises of the following members:

1. Mr. Ashwani Kumar Puri - Chairperson

2. Mr. Basab Pradhan

3. Ms. Holly Jane Morris

4. Mr. Patrick John Cordes

Mr. Ashwani Puri, an Independent Director is the Chairman of the Committee and Mr. Lalit Kumar Sharma is the Secretary to the Committee. The Board accepted all the recommendations of the Audit Committee made during the year. Details pertaining to the number of meetings of the Committee held during the year and terms of reference, functioning and scope are given in the Corporate Governance Report in detail in terms of the requirements under SEBI Listing Regulation, 2015 as amended.

Nomination and Remuneration Committee

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

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

2. Mr. Basab Pradhan

3. Mr. Hari Gopalakrishnan

The Board in its meeting held on March 20, 2019 revised the charter of the Committee in line with the SEBI Listing Obligations & Disclosure Regulations, 2015 as amended effective from April 01,2019. The details of the attendance in the meetings, terms of reference and other relevant details are disclosed under the Corporate Governance Report of the Company. During the year, the Nomination and Remuneration Committee also passed the circular resolutions onApril 10, 2020, December 28, 2020& March 12, 2021.

Stakeholders’ Relationship Committee

In terms of provisions of section 178 of the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Regulations), 2015, the Company has reconstituted Stakeholders'' Relationship Committee during the year. The Committee is headed by a NonExecutive Director Mr. Kirti Ram Hariharan and consists of Mr. Basab Pradhan and Mr. Patrick John Cordes as members of the Committee. Mr. Lalit Kumar Sharma, Company Secretary & Legal Counsel is the Compliance

Officer of the Company

The scope of Stakeholders'' Relationship Committee was revised pursuant to SEBI Listing Obligations & Disclosure Regulations, 2015 as amended effective April 01, 2019. The Committee has delegated work related to share transfer, issue of duplicate shares, dematerialisation/ rematerialisation of shares to the Share Transfer Committee which reports to the Committee. Details pertaining to the number of meetings of the Committee held during the year and terms of reference, functioning and scope are given in the Corporate Governance Report in detail in terms of the requirements under SEBI Listing Regulation, 2015 as amended.

Corporate Social Responsibility (CSR) Committee

In terms of provisions of the Companies Act, 2013 & Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has a CSR Committee which formulates and recommends to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, as per Schedule VII to the Companies Act, 2013, recommending the amount of expenditure to be incurred and monitoring the expenditure and activities undertaken under the CSR Policy of the Company. Details pertaining to the number of meetings of the Committee held during the year and terms of reference, functioning and scope are given in the Corporate Governance Report in detail in terms of the requirements under SEBI Listing Regulation, 2015 as amended The Board reconstituted the CSR Committee in its meeting held on October 23, 2019. The members include:

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

2. Mr. Hari Gopalakrishnan

3. Mr. Ashwani Kumar Puri

4. Mr. Kenneth Tuck Kuen Cheong

COVID Update and CSR

As you are aware that the entire world is suffering from the pandemic novel Coronavirus (Covid-19) since more than one year and India is worst hit in its second wave. Keeping in view the spread of novel Coronavirus (Covid-19) in India, its declaration as pandemic by WHO & a notified disaster, the Ministry of Corporate Affairs (MCA) has clarified that spending of CSR Funds for Covid - 19 is eligible as CSR Activity vide its circular dated March 23, 2020.

The funds may be spent for various activities related to health care. The MCA has also made an appeal to the Corporates and issued a clarification vide its circular dated

April 22, 2021 that “spending for setting up of COVID Care facilities and makeshift hospitals” is an eligible CSR Activity. The Government has made an appeal to the corporates to come forward and supplement government efforts in fulfilling the rising hospitalization needs in view of the second COVID surge.

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

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

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

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

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

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

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

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

CSR IN FY21

The Company has undertaken activities as per the CSR Policy (available Company''s website www.coforgetech. com and the details are contained in the Annual Report on CSR Activities given in Annexure-A forming part of this Report.

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

As part of its sustained CSR initiatives, the Company continued with the Scholarship program for deserving students in NIIT University. NIIT Institute of Information Technology “TNI”, a society registered under the Societies Act, 1860, (Central Act No 21 of 1860) in the office of Registrar of Societies, Government of NCT of Delhi, has set up NIIT University “NU” as a private University at Neemrana, Dist. Alwar, Rajasthan.

Some High Impact Programs at Organization Level in the area of Education, Employability & Infrastructure -

1. SHIKSHA, Dankaur Village, Greater Noida - A

Career Development Centre providing IT and

employability training to the underprivileged students in and around Dankaur village. Coforge launched the center in collaboration with NIIT foundation on 2nd Dec 2015. In FY21, the center impacted around 730 underprivileged students of the community by imparting various career courses and IT skill trainings. The center also provided placements to 12 students from the center.

2. SHIKSHA, Madanpur Khadar, Delhi - The second

Career Development Centre providing IT and

employability training to the underprivileged students in and around Madanpur Khadar area in Delhi was adopted in partnership with NIIT Foundation, on 1st Jan 2017. In FY21, this center impacted 1538 underprivileged students including some differently abled students as well. The center provided placements to over 204 students from the center.

3. Shiksha, Bhangel, Noida - This Career Development Center was added under the Shiksha Program in Oct 2019. The BhangelCenter in partnership with NIIT Foundation, focusses on providing IT and employability training to the underprivileged students in and around Bhangel area in Noida. In FY21, it has impacted over 1080 underprivileged students and provided placements to around 52 students from the center. The center also provided placements to 52 students from the center.

4. Shiksha, Gurgaon - Another Career Development Center was added under the Shiksha Program in August 2019. The organization launched the Gurgaon Center in partnership with NIIT Foundation, the center focusses on providing IT and employability training to the underprivileged students in and around Dundahera area in Gurgaon. The center became operational in October 2019 and since it has impacted around 818 underprivileged students also provided placements to 44 students from the center.

5. Partnering with Academia: Coforge Tied-up with Chandigarh University to set up an AI lab to provide solutions for farmers of Punjab for disease identification of crops and water management and developing low cost smart crop monitoring system for tomato and potato cultivation. Also, the organization tied up with Amity University for a dedicated lab setup to carry out research in the field of AI, ML and DS to plan joint R&D and Patents between industry and academia

6. Recycle Stations at Samadhaan Hub- Coforge collaborated with iamgurgaon to focus on climate change though waste management by designing and setting up of two Recycle Bins Stations at Badshahpur Bund and Biodiversity Park in Gurgaon. The objective of the project was to reduce waste which can be reused and recycled for more productive purposes. These hubs are spaces which give easy access to citizens to reduce waste load and allows a call for action at the individual, community, corporate and school level. This initiative would contribute to reducing a part of the 400 mt recyclable waste from reaching the landfill daily.

7. Urban Afforestation at Noida - Done in partnership with Swechha, the endeavor of this project is greening Noida through urban afforestation activities. Under this project two indigenous fruit bearing forest trails in Noida (Prodigal Farms, Bandh Rd, Near Jaypee Hospital, Sector 131, Noida, Uttar Pradesh 201304) have been designed and developed that would not only eventually serve as a ‘green lung'' and in improving air quality in neighbouring localities, but would also serve as an educational tool for young students that frequently visit the farm.

8. Pond Revival - Coforge in collaboration with Environment Law and Development (ELD) revived the Kheri Pond at Greater Noida which is 2 acres of water body. The project included embankment and beautification of the pathway around the pond by setting up bench, dustbin and solar lights around the banks of the pond. 3 Tanks for natural treatment of inlet water has been constructed. This project not only reduced the immense water pollution in that area but also impacted the lives of the people in and around the village

9. Rainwater Harvesting and Pond Revival: As part of water conservation initiative Coforge partnered with ECO Roots in setting up Rain Water Harvesting

system at Murshidpur Govt. School, Greater Noida. The second project focused on sensitizing people on reducing water contamination and revival of natural water resources. Through this initiative 3 hectare of pond at Bambawad village in Greater Noida has being revived.

Risk Management Committee

The requirement of constituting Risk Management Committee is mandated by SEBI on top 500 companies based on the market capitalization as on March 31, 2018. As the Company continues to fall under the Top 500 category it is required to constitute a Risk Management Committee as per the provisions of the SEBI Listing Obligations & Disclosure Regulations 2015 as amended, effective from April 01, 2019. The Committee comprises of the following Directors:

1. Mr. Basab Pradhan (Chairperson)

2. Mr. Hari Gopalakrishnan

3. Mr. Sudhir Singh

The Internal Audit Head shall be an invitee to the Committee meetings & the Company Secretary of the Company shall be the Secretary to the Committee. The terms of reference of the Committee are provided under the Corporate Governance Report of the Company.

POLICIES OF THE COMPANYNomination & Remuneration Policy

Pursuant to the provisions Section 178(3) of the Companies Act, 2013, the Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Senior Management and their remuneration. The Policy has been revised by the Board of Directors in their meeting held on January 18, 2019 in terms of the amendments in the SEBI Listing Obligations & Disclosure Requirements Regulations 2015 as amended, effective from April 01, 2019. The terms of reference of the Committee have also been revised by the Board in its meeting held on March 20, 2019. The detailed Policy is stated in the Corporate Governance Report.

Vigil mechanism/Whistle Blower Policy In view of the requirement as stipulated by Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board & its power) Rules, 2014 and Corporate Governance under SEBI Listing Obligations & Disclosure Regulations, 2015 as amended, the Company has complied with all the applicable provisions and has adopted a Whistle Blower Policy duly approved by the Audit

Committee to report concerns about unethical behaviour, actual & suspected frauds, or violation of Company''s Code of Conduct and Ethics. The policy is hosted on the website of the Company.

The same provides for adequate safeguards against victimisation of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

Policy for Determining Material Subsidiaries

The Policy for determining the material subsidiaries of the Company has been revised by the Board of Directors in their meeting held on Jan 18, 2019 in terms of the amendments in the SEBI Listing Obligations & Disclosure Regulations, 2015 as amended effective from April 01, 2019. The said Policy is available on the Website of the Company URL: https://www.coforgetech.com/sites/default/files/inline-files/ policy-on-determining-material-subsidiaries-new.pdf

Risk Management Policy

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

Dividend Distribution Policy

The Company has a Policy for Distribution of Dividend under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 adopted during the FY2017. The Board amended the Policy in its meeting held on January 18, 2019. This policy aims at laying down a broad framework for considering decisions by the Board of the Company, with regard to distribution of dividend to shareholders and/or retention or plough back of its profits. The Policy is enclosed as Annexure -B of the Report and is also available on the website of the Company.

Code of Conduct

The Company Code of Conduct is available on the website of the Company at https://www.coforgetech.com/investors/ code-conduct.

The Chief Executive Officer of the Company has given a declaration that the Directors and Senior Management of the Company have complied with the Code of Conduct during the year 2020-21.

Prevention of Insider Trading

The Company has formulated and adopted a Policy in accordance with the requirements of SEBI (Prohibition of

Insider Trading) Regulations, 2015 as amended. The Policy lays down the guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company along with consequences for violation. The policy is formulated to monitor, regulate and ensure reporting of deals by employees while maintaining highest level of ethical standards while dealing in the Company''s securities. The policy is amended to bring it in line with the provisions of the prevailing regulations, from time to time.

Code of Fair Disclosure

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

PERFORMANCE EVALUATION

The Board carried out the annual evaluation of its own performance, of the Directors individually as also of its statutory committees, pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 as amended. The evaluation was based on a comprehensive set of criteria finalised by the members in their meeting held on May 04, 2020. The Board considered the evaluation of the members based on one-on-one meetings, and the directors who were subject to evaluation did not participate in the process. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by Independent Directors. The Chairperson communicated the feedback to concerned stakeholders. The Directors expressed their satisfaction to the evaluation process.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

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

However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)

y Rules, 2014, the Report and Financial Statements are , being sent to the Members of the Company excluding s the statement of particulars of employees under Rule . 5(2) of the Companies (Appointment and Remuneration

e of Managerial Personnel) Rules, 2014. Any Member t interested in obtaining a copy of the said statement may s write to the Company Secretary at the Registered Office e of the Company and the said annexure is also open for . inspection at the Registered Office of the Company.

Conservation of energy and environment-friendly e initiatives

/ Environmental sustainability is the process of making sure that the current processes of interaction with environment is pursued with the idea of keeping the environment as pristine as naturally possible based on ideal-seeking n behaviour. An ‘unsustainable situation'' occurs when natural s resources is used up faster than it can be replenished. e We at Coforge Limited always strive to improve our d environmental performance continuously to improve upon . our carbon footprint performance and contribute our bit f towards environment we participated in Van Mahotsav n drive conducted by Uttar Pradesh Government where e we planted 1000 Saplings in and around Greater Noida s Campus and all saplings were Geo Tagged and detailed e report was submitted to pollution control board to ensure t the Vigour of all plants g

n To improve upon the energy consumption pattern we also migrated from LPG connection to PNG Connection aiding

s

us save 10-15 % on our energy consumption requirement

sn. and also helped us improve our carbon footprint and

minimize hazards associated with the use of gas cylinders. n

At Coforge we don''t leave a chance to showcase our environment commitment, like every year this year also we participated in Noida Floriculture competition conducted by Noida Authority and stood first in the competition. We d planted 36 different varieties of flowering plants in entire d Greater Noida campus and created a flower valley with in L premises.

al In this pandemic scenario we also managed to get e Occupational Health and Safety Management system i.e. !r ISO 45001:2018 Certification.

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

Technology absorption and R&D (Research & Development)

Enterprises are asynchronous and need to balance between the burden of maintaining existing legacy or investing in new technologies. Enterprises need to address multi-dimensional and multi-mode operational strategies that drive growth and profitability.

Our Engineering Convergence (EC) strategy defines an adaptable operating system and a multi-velocity business model leveraging our capabilities in Product Engineering for innovations and speed, Cloud Engineering for scalability and elasticity and Process Engineering for optimization and modernization across Business & IT landscape of platforms, systems, and applications.

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

Product Engineering Convergence - World Economic Forum estimates Digital Transformation will unlock $100T value by 2025. According to Price Waterhouse Coopers, 86% of CEOs believe that digital technologies will transform their business more than any other change. Doing Digital is no longer sufficient. Being Digital with Data & Analytics driven decisions, DevSecTestOps driven product engineering and Cloud driven elasticity & scale are some of the key building blocks fueling the Digital Enterprise. Enterprise who wants startup speed, rely on Data and Cloud to differentiate, and leverage it to further enhance omni channel Client Experience by providing recommendations and personalization.

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

COVID has accelerated the Digital Transformation and this change is being driven by the customers who expect

relevant content in relation to what they''re doing anytime, anywhere and in the format and on the device of their choosing. It''s their journey that dictates corporate strategy. In order to keep up with this new kind of “always-connected” customer, businesses must embrace technology to deliver an unmatched customer experience.

• Connected Experience - According to Salesforce, 84% of customers feel that experiences are as important as the actual products and services. With Salesforce, we help enterprises build stronger, more valuable relationships with customers across channels and offer personalized experiences, with all information and tools on a single interface. We create competitive advantages by enabling unified experiences for customers and partners on a single platform with personalization and recommendations, thus serving customers faster across every channel. The experiences build stronger, more valuable B2B and B2B2C relationships delivering effortless engagements in real time and across any device. We engineer Client Experience with Client Outcomes at scale enabled by the Salesforce platform providing collaboration, innovation, self-service and fast time-to-delivery, supported by flexible, scalable and future-proof capabilities. Innovative experiences augmented with human-machine and self-learning becomes the norm of any interaction - making the digital experiences a digital reality. Creative design with AI such as identifying winning attributes of a successful product or even predicting future products or even using generative designs for iterative A/B tests. We create “I” in the AI.

• Actionable Insights - According to MuleSoft, 89% of IT leaders say data silos are an obstacle to digital transformation. We help remove data silos and create a seamlessly connected ecosystem that allows instant access to information and drives new, data-driven insights. A comprehensive intelligent data platform built on micro-services, API and AI can help unleash the competitiveness and differentiation in the market. Our Hyper-Intelligence Platform is our knowledge graph platform that enables ingestion, pre-processing, processing and decisioning. We enable transformation, processing, migration, etc. from unstructured to structured data, from SQL to NoSQL, from Block to Object, and from on-prem to Cloud. Boosting data engineering and quality through AI by enriching, de-duplicating, remediating. We help in not just standard Data Engineering with

data warehouses, data lakes, etc. but also Data Modernization, Data Quality, Data Science including data labelling capability for augmentation along with human expert curated data - all in a self-learning and self-improving algorithms. Our proprietary Data Xpress Toolkit enables the acceleration of journey to modernization and Analytics. Tableau capabilities can help Clients deliver powerful analytics to make smarter decision with Salesforce and other platforms. This ability to turn distributed data into insights using visualization, analytics and AI can help Clients deliver on differentiation.

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

leading with “Design Thinking” to “Lean Startup” methodologies and the next generation “Agile. NEXT” framework build the foundational elements for successful digital product creation. A convergence of Design Thinking, Lean Startup and Agile.NEXT brings to life a single-threaded, single-vision digital product development into digital ready enterprises.

Design Thinking provides a better understanding of users, challenges, and identify alternative strategies and solutions to ideate, prototype and test. Lean Startup builds a Most Valuable Product (MVP) with product-market fit. Agile.NEXT the next generational agile based methodologies adopting and enhancing the Agile Manifesto with special emphasis on DataOps. Our interest is to create Immediate value, foster collaboration across value chain, and provide continuous flow and circular loop feedback. Our microservices reference architecture provides a blueprint for enabling monoliths to decompose services.

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

The cloud adoption is being driven through innovation acceleration as Hyperscale Cloud Providers (Amazon Web Services, Microsoft Azure, Google Cloud) ship over three thousand new releases a year to help customers achieve real business outcomes. However, at the same time organizations are sometimes over-spending (with 80% overshooting their Cloud budgets in 2020), budgets are getting wasted (on average, over 30% of cloud spend in organizations is wasted), and skills gap is widening (90% of organizations say they suffer a growing cloud skills gap). Companies are operating under a new reality where transdisciplinary integration and convergence of multi-cloud to enable core business systems and processes is not an option but sole business imperative! Systems resilience across the stack including applications, architecture, data, cloud, infra, workplace, networking and security is another key agenda leader today are focused on addressing for them to lay the foundation for a robust tomorrow. This is reflective across industry domains, some more than others like Insurance who now no longer have the liberty to circumnavigate along the periphery but must rush against time to address aforesaid challenges head-on. • Platform & Infrastructure - Infrastructure outsourcing services to manage infrastructure including support, engineering services, service management, service desk and monitoring. Including design, build, migrate and support of enterprise applications, COTS, core platforms as well as custom, cloud-native frameworks. AlOps Platform - Our advanced hyper-automation AI OPS platform (an integrated programmable platform) services to realize current trends, optimization and transformation avenues while balancing performance,

availability, and resilience for clients.

Hybrid & Multi-Cloud - Companies are operating under a new reality where transdisciplinary integration and convergence of multi-cloud to enable core business systems and processes is not an option but sole business imperative! Systems resilience across the stack including applications, architecture, data, cloud, infra, workplace, networking and security is another key agenda Leaders today are focused on addressing for them to lay the foundation for a robust tomorrow. This is reflective across industry domains, some more than others like Insurance who now no longer have the liberty to circumnavigate along the periphery but have to rush against time to address aforesaid challenges head-on. Enabling business by supporting hybrid cloud environments leveraging cloud-based solutions and CloudOps services including digital workplace and security. Our global strategic partnerships with Azure, AWS and Google Cloud Platform (GCP) are further fueling the fire to achieve innovation acceleration for our clients. Coforge plans to continue to drive significant cloud penetration within its portfolio by showcasing capabilities that are built on strategic alliances with Hyperscalers (especially AWS and Azure) for sourcing market leading hyperconverged infra, network and security services. This would lead to SKU Based Offerings & Accelerators to enable joint go-to-market models with our strategic partners over the next two quarters and expand the relationship to global scale. In short, driving business outcomes and innovation in hybrid cloud spanning industry verticals and technology partners through engineering convergence. Our journey to cloud is being driven through Coforge''s Cloud Innovation Factory which showcases skills ranging from prototyping to MVPs and Coforge''s ability to drive migrations at scale leveraging migration factory processes. This coupled with our Business Case & Design Thinking helps clients with value realization led approach to transformation, so they get to first-hand experience the art of the possible prior to embarking on a cloud journey with certainty. o Idea-to-Code: reduce burden of entry into new products or markets leveraging cloud native building blocks.

o Remote Everything: scale collaboration and self-help tools to enable digital workplace at extraordinary speed and scale.

o Hyper Automation: resolve high-volume tasks by leveraging ML and AI models to minimize bottlenecks and optimize the deployment of human talent.

o Architecture & Performance Engineering: build on the concepts of site reliability to enhance system availability, minimize performance constraints, and scale applications on multi-cloud to align to business demands.

o Open Systems: leverage standard APIs, protocols and data formats to enable open data movement and achieve widespread multi-cloud interoperability /standardization.

Process Engineering Convergence - Our Digital Process Automation (DPA) provides a framework to optimize and bring efficiencies to the core functions of enterprises while transitioning and transforming to a Digital IT and Digital Business. This enables enterprises, to drive new services, new models, and new capabilities. The DPA approach orchestrates enterprise systems to govern, among others, functions for development, maintenance, and communications, to help ensure compliance. This could be to Orchestrate work from end to end with Case Management, deliver consistent User Experiences across channels, implement Artificial Intelligence for operational efficiency, to name a few. It is also to provide technology specific offerings like Cloud Migration, Integrated DevOps Suits, AI based solutions to accelerate customer objectives. The industry specific use cases and processes like Underwriting, Claims, Customer Onboarding, Smart Dispute/Investigation, etc. converge into cohesive technology solution framework, thereby creating the foundation for digital transformation, data convergence and AI decisioning.

• Modernization of Core - Our Pega and Appian based modernization and process optimization capabilities across case management, enterprise functions such as HR, Finance, Procurement, Grievance & Compliance Management etc., Customer relationship, service, sales and marketing etc. provide a robust rule based workflow, decisioning, routing logic and real-time interactive dashboard with full visibility and reporting capabilities.

• Digitize Business - Our low code / no-code capability in Outsystems and Microsoft PowerApps can rapidly design and develop MVP for any IT and Citizen developers. Employees with workforce

omnichannel customer experiences, crisis response systems, employee safety and enablement are some of the ready to use solutions available to deploy instantly within any Enterprise. Our engineering capabilities in various platforms such as Pega, Salesforce, etc. leverages accelerators that drive various outcome such as Sales Force Automation, Digital Marketing, Field Service, and Connected Commerce. Corporate Functions, Lean IT, Digitize Operations enables can also be provisioned and modeled with our convergent technologies such as Salesforce AppExchange.

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

Technology Innovation Center - Our next generation innovation group continues to focus on emerging technologies in the areas of Blockchain, Quantum Computing, Artificial Intelligence (AI) and Cognitive Services like Video Analytics, Advanced NLP, NLG, Text Summarization, Extended Reality and advanced User Interfaces like Smart Speakers, Voice Assistant, Voice-Enabled UI, and Mixed reality UX.

Multiple proofs-of-concept (POCs) have been created in partnership with customers in the Company''s lab at Bangalore and Noida for technology incubation and adoption to solve business problems. The Innovation as a Service offering uses Design Thinking-led innovation to co-innovate with customers to define problems, refine, and prioritize ideas, and prototype solutions to create

Minimum Viable Products (MVP) and services that can be brought to market. In the area of General AI and Advanced Reinforcement Learning, frameworks like deeplearning4J and TensorFlow are being explored and deployable POC created.

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

• We have built a Quantum lab that consists of multiple experiments on which our research teams work. With a worldwide network of Clients in diverse business areas, we are committed to driving our Clients'' innovation by creating a quantum-ready workforce by training and guidance. The application of quantum computing help to solve the most challenging problems in cryptography and machine learning. The Quantum research team is working on the significant Quantum cloud provides like Azure and Amazon Braket.

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

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

We help our Clients:

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

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

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

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

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

Foreign Exchange Earnings and Outgo (Rs. Million)

Particulars

Year 2020-21

Year 2019-20

Foreign Exchange

21,160

21,207

Earnings

Foreign Exchange Outflow

9,717

9,486

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

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

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

The Company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting

procedures and policies of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen controls. All significant audit observations and corrective actions are presented to the Audit Committee for its review and suggestions.

Details of Subsidiary / Joint Ventures / Associate Companies

As on March 31, 2021, the Company has subsidiaries in the United States of America, United Kingdom, Germany, India, Singapore, Thailand, Australia, Dubai, Spain, Poland, Netherlands, Romania, Sweden, Malaysia and Chile.

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

The Company has not acquired any company directly during the year. However, four new companies in Sweden, Malaysia, Romania and Chile were incorporated.

The Company also acquired additional stake in Whishworks IT Consulting Pvt. Ltd in FY21, increasing the total stake of the Company to 80% of the paid up share capital of the Company.

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

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

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

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

The Company has not given any loan to any person and any other body corporate. The Corporate guarantees issued by the Company on behalf of the Subsidiaries and Step Down Subsidiaries stands discharged as on March 31, 2021.

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

(Amt. in INR Mn.)

Investments in equity instruments in subsidiary companies (fully paid)

Investment value as on March 31, 2021

2,837,887 (31 March 2020: 2,837,887) Shares having no par value in Coforge Inc. USA (Formerly known NIIT Technologies Inc. USA)

156

16,614,375 (31 March 2020: 16,614,375) Shares of 1 Singapore $ each fully paid-up in Coforge Pte Ltd., Singapore (Formerly known NIIT Technologies Pte Ltd., Singapore)

703

3,276,427 (31 March 2020: 3,276,427) Shares of 1 UK Pound each fully paid-up in Coforge UK Ltd., UK (Formerly known NIIT Technologies Ltd., UK )

204

537,900 (31 March 2020: 537,900) Shares of Euro 1 each fully paid-up in Coforge GmbH, Germany (Formerly known NIIT Technologies GmbH, Germany

185

50,000,000 (31 March 2020: 50,000,000) Equity Shares of Rs 10/- each fully paid-up in Coforge SmartServe Limited (Formerly known NIIT SmartServe Limited )

500

1,000,000 (31 March 2020: 1,000,000) Equity Shares of Euro 1 each fully paid-up in Coforge Airline Technology GmbH Germany (Formerly known as NIIT Airline Technologies GmbH Germany)

224

5,000 (31 March 2020: 5,000) Ordinary Shares of 1000 AED each fully paid in Coforge FZ LLC Dubai(Formerly known as NIIT Technologies FZ LLC Dubai)

63

5,000,000 (31 March 2020: 5,000,000) Equity Shares of Rs. 10 each in Coforge Services Limited(Formerly known as NIIT Technologies Services Limited)

25

4,047,631 (31 March 2020: 3,642,868) Equity Shares of Rs. 2 each in Coforge DPA Private Limited (Formerly known as NIIT Incessant Private Limited)

4,701

147,988 (31 March 2020: 135,682) Equity Shares of Rs. 10 each in Whishworks IT Consulting Private Limited*

1,623

Total equity instruments

8,424

* Note:- The Company signed an amendment agreement with promoters of Whishworks IT Consulting Pvt. Ltd. in June 2020 for acquisition of second tranche shares of Whishworksin the following manner:

- 12,306 by Coforge Limited and the balance 43,180 shares through CoforgeSmarserve Limited (a WOS of the Company). The above addition in shareholding only includes shares acquired by Coforge Limited.

** The subsidiary in Philippines is still under closure.


Particulars of Contracts or arrangements with Related Parties

The Related Party Transaction Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee. The Board amended the Pol icy in terms of the revised SEBI (Listing Regulations), 2015 regulations effective from April 01, 2019, and the amended Policy is uploaded on the website of the Company.

A Statement of all related party transactions is presented before the Audit Committee on a quarterly basis and prior/ omnibus approval is also obtained for the entire year,

specifying the nature, value and terms and conditions of the transactions. None of the transactions with the related parties fall under the scope of Section 188 (1) of the Companies Act, 2013. Details of Related Party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2 in Annexure - E.

Management’s Discussion and Analysis Report

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

Business Responsibility Report

The SEBI (Listing Regulations), 2015, mandates the inclusion of Business Responsibility Statement (‘BRR'') for top 500 listed companies based on market capitalization as on March 31, 2021. In compliance with the same the Company has integrated BRR as part of its Annual Report.

Corporate Governance

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

Compliance with applicable Secretarial Standards

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

AUDITORS & AUDITORS’ REPORT/CERTIFICATE

a. Statutory Audit:

M/s S R Batliboi & Associates LLP (FRN 101049W/ E300004) have carried out Statutory Audit under the provisions of section 139 of the Companies Act, 2013 for the financial year 2020-21 . The Report given by Auditors forms part of this Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

b. Secretarial Audit:

During the year, the Board of Directors of the Company appointed Mr. Ranjeet Pandey (Membership No.5922) of M/s Ranjeet Pandey & Associates, Company Secretaries (CP No.-6087), in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed thereunder, for the Financial Year 202021. The Secretarial Audit Report for the financial year ended 31st March 2021 was considered by the Board in its meeting held on May 06, 2021 and the said Report given by Secretarial Auditors is annexed to this Report as Annexure-F. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

c. Auditors Certificate on Corporate Governance:

As required by SEBI (Listing Regulations), 2015, the Auditor''s Certificate on Corporate Governance is

provided within the Corporate Governance Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

d. Cost audit & records:

Section 148 of the Companies Act, 2013 is not applicable on the Company. Therefore, cost audit has not been conducted for the financial year 2020-21 and records are not maintained.

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

HUMAN RESOURCE INITIATIVES

FY21 has been an unprecedented year for human resources as it necessitated newer models for connecting with people, owing to the sudden advent of ‘virtual mode of working''. We arrived at our 4E strategy that entailed Examining the pulse of the organization on an ongoing basis and taking actions around Engagement, Education, and Encouragement for meaningful interactions with our people. The outcomes of these interventions are visible through our key people indicators like attrition, employee satisfaction, and employee commitment.

Some of the elements of our strategy have been listed below:

Examine: We at Coforge use various tools to assess and monitor the pulse of our employees. Annual Employee Engagement Survey (EES) is our most comprehensive tool that focuses on key areas like professional growth, work life balance, training, team work, commitment index, and so on. However, this is an annual survey and we wanted something more frequent. We therefore initiated random dipstick surveys to assess employee needs within each business group, and arrived at action plans to respond to the survey inputs. We also stepped up our one-on-one HR Connects and group Skip meetings to understand concerns and resolve them almost real time.

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

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

For the first time in the history of our organization, we gathered under one roof for a common Global Annual Day on a Virtual platform to celebrate the success and achievements of the organization and of our employees. The Annual day entailed updates from leaders, annual awards, and performances by teams. Employees enjoyed showcasing their talents, and the rest of us enjoyed cheering them for entertaining and motivating us in our virtual event.

Each of the business teams ramped up on employee connects via global townhalls. The objective of the townhalls was motivating employees, apprising them of success stories, business updates, and providing them with visibility of prospects in the pipeline.

To emphasize on the power of connecting, Virtual Coffee Sessions with the Delivery Heads were scheduled to bring in the flavor of oneness and team spirit.

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

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

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

• Physical Health: To address the physical wellbeing of our employees and to educate them about taking

care of themselves, we streamed a series of programs like Desk Exercises, and The Art of Doing Yoga. We created an interesting snippet Gangu Bai & Gangu Bhai about inclusivity in sharing the burden of household chores during work from home.

• Emotional Wellbeing: Being cognizant of the stress and panic created by the global pandemic, regular webinars were organized by wellness experts on Managing Stress, Claiming Resilience, and Emotional Engineering. We also started an interesting series around sharing of lockdown stories by the employees.

• Career Resilience: To develop employees, interactive Executive Fireside chats with leaders were conducted on topics like Where are we heading in Digital, and Journey to Cloud to name a few. Employees were motivated to upskill themselves on new Technology areas over our platform Percipio. Employees were guided on Virtual Meeting Etiquettes. Under the banner of Bodhi tree, leaders shared their experiences on topics like Managing Finances, Wellness Freedom, Digital Declutter, etc.

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

Encouragement: We at Coforge believe in creating a culture of appreciation, encouraging and rewarding excellence, and promoting innovation at the workplace. We have Annual awards, ongoing Inspire awards, and awards for innovation. In this pandemic year, we added a special category Coforge Warriors in our Annual awards to felicitate employees who supported in the pandemic; we launched special campaigns to express gratitude in pandemic times; and our innovation campaign was themed on the pandemic.

• Annual Awards: Every year, an array of Annual awards are given to recognize our employees, to encourage and motivate them. This year, the awards were handed over on our Global Virtual Annual Day, wherein the entire company came together on a virtual platform to felicitate the people who earned the rewards. The annual structure of our awards is as below:

o Global Leadership Awards (GLA) is awarded to people in leadership cadre who have significantly impacted the organization growth through strategic initiatives, and the winners of this award are

sponsored to an Executive Management Program at the prestigious Harvard Business School. o CEO''s Club of Achievers (CCA) is the most coveted and prestigious award at Coforge. CCA awardees are sponsored to a Leadership Development Program at the leading management institute of India - IIM Ahmedabad.

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

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

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

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

• Special Campaigns:

o Inspire Karona campaign was launched to recognize the efforts of our employees who went the extra mile to support the team during these unprecedented times. The name was derived from the pandemic itself & gave a platform to each employee to recognize anyone for their contribution in such difficult times. Employees who stepped up and volunteered to execute these tasks are the true heroes of the organization, and they were appreciated and recognized through this initiative. o THANKATON was a special campaign designed to acknowledge & thank our Colleagues for their efforts in ensuring business continuity during these unprecedented times. It was a week long campaign which was launched during COVID with different themes designed for each day. As a part of this

ra mnainn cato, n/nnci in tha n rnan i vati nn ininqH

hands together to appreciate & thank our heroes who had been delivering selflessly during these difficult days. 15000 recognitions were shared in this campaign!

Learning & Development

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

The organization learning initiatives are focused on competency-building & professional skilling around Business Analysis, Data & Analytics, Digital Integration, Intelligent Automation and very Large and Complex Program Management Skills. The Company''s School for Employee Education Development (SEED) applies training methods and techniques like remote learning, online platforms, licensed learning partners and Instructor Led Virtual sessions. The integrated learning approach helps employees become more versatile, accumulating around 400,000 learning hours in the development movement. Behavioural skills are also an important part of the corporate culture. One cannot overlook the fact that the role of human behaviour is a crucial factor for the performance and success of any organization. Behavioural skills training helps manage optimal human behaviour for better work performance.

Our Behavioural and Soft Skills training is an experiential and evidence-based approach for training employees, team leaders, and managers to learn, practice, and implement behaviour change and related attitudes to enhance personal efficiency and performance.

Coforge introduced trainings for all Business Units through a blended approach. These trainings address the “how” and “why” of effective communication techniques. Crucial building blocks of the training were self-learning through Percipio and an understanding of cross-cultural dynamics via Globesmart. Methodologies adopted were Instructor Led Trainings, Role plays, Case Studies and Coaching. Major takeaway from the trainings has been a rejuvenation of interest among participating employees through capsule programs.

A wheel of realization and implementation has been set in motion with “Behavioural Intervention” trainings. With their deep and far reaching effects in consideration, these training sessions are directed to achieve both business and manpower related advantages to Coforge.

A huge progress is also marked towards Management Development Programs which aimed at developing future leaders to effectively lead, engage, and develop their teams. With the clear perspective of strengthening people management skills and building trust through effective leadership and communication, the Supervisory Development Program was designed and piloted for an eminent vertical in the organization. The program covered approximately 243 people managers. The execution was divided in 3 stages starting from Assignments / Self-Study before getting into the program, ILT''s for two half-days, and concluding the program through collective transformation series. Each training session delivered by the in-house Learning Team contained elements from allied knowledge areas and was designed around industry specifics and best practices.

Executive Fireside Chat: At Coforge, we understand the importance of leaders leading the flow of communication and information to, from, and among the employees. We believe that traditional communication must give way to a process that is more dynamic yet informal. Hence, our virtual Executive Fireside Chats are akin to conversational style Leadership Development programs for the future flag bearers at Coforge, where they get an opportunity to personally interact and exchange knowledge with the top Executive Leadership of the organization.

Annual Training Snapshot

Training Category

Hours of Training

% Hours

Technical

321,817

79%

Behavioural

42,654

11%

Domain / Functional

18,246

5%

Safety, Security & Diversity related

14,420

4%

Leadership & Management

3,812

1%

Total

400,949

We offer multiple learning platforms with enhanced experience like Percipio, MS Learn, Trail Head, Focus on Force, Automation Anywhere etc. that enables informal learning with vast search option. Collaboration with External Enterprising Learning Partner for Preparing Post Digital Future-Ready Certified Workforce with

completing various Technical and Functional certification. Coforge embarked on a “Journey to Cloud” in order to pivot for next phase of growth and created personalized learning tracks and encouraged certification of AWS, AZURE & GCP to enhance our capabilities in Cloud Strategy, Cloud Architecture, Cloud Operations and Cloud Securities.

COVID-19 has been the biggest disruptor of the century. The only way out is to be a Future-Ready Work Force. We brought in External Experts for Deep Dive discussions

from renowned organizations like Microsoft, ServiceNow, GlobeSmart etc. together and created Lounges for discussion and query resolution.

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

We created customized Micro E-learning Modules with the help of our internal Subject Matter Experts. We created modules like Environment Health & Safety, Creating A Safe Work Environment, Corona Prevention Awareness,Code Of Conduct; Data Privacy and also supported the Travel & BFS Verticals in creating Domain Academy on Percipio and a QE Academy for the Testing fraternity

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

Employee Engagement Survey

In order to get useful insights into engagement levels and employee satisfaction, the Company conducts annual Employee Satisfaction Surveys, the findings of which enable it to make improvements in its workplace environment. EES for FY21 showed a measurable progress over last year results.

Particulars

EES FY20

EES FY21

Participation

81.7%

80.6%

Overall Engagement Score

69%

75%

Commitment Index

70%

75%

• As per FY21 EES, the highest-rated drivers of engagement are Teamwork (86%), Basic Needs (86%) and Manager Support (78%)

• Top rated areas are:

o My job is important to achieve Business goals (91.7%)

o My team and other teams that I work with are committed to doing quality work (91.2%) o I am aware of what my goals are and what I am expected to do (90.5%)

Scores that have shown maximum improvement over previous year are:

o Offered Training (^14%) o Fair and Transparent appraisal (^10%)

The above results are indicative of our approach of We Care through welfare policies, We Engage with our employees and their families effectively, We Enable through learning and development, We Innovate with our culture of Innovation, We Contribute to society with our CSR initiatives, We Connect with our employees through virtual and physical modes, and We Inspire continuously via our Rewards and Recognition programs.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN ATTHE WORKPLACE

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

AWARDS AND RECOGNITIONS

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

1. Coforge is positioned as a Leader in Zinnov Zones

2020 for RPA

2. Coforge recognized as a ‘Leader'' in NelsonHall NEAT Report 2020 for Cloud Infrastructure Brokerage, Orchestration andManagement Services

3. Coforge has been ranked amongst the top 3 IT service providers in customer satisfaction in Whitelane''s 2020 UK IT Sourcing Study

4. Coforge is positioned as a ‘Major Contender'' in Everest Group''s Pega Services PEAK Matrix® Assessment

2021

5. Coforge positioned as a ‘strong performer'' in the The Forrester Wave™: Digital Process Automation Service Providers, Q3 2020

6. Coforge identified as a prominent provider of Intelligent Text Ingestion for Insurers by Novarica in the report “Intelligent Text Ingestion: Overview and Prominent Providers, December 2020

7. Accelerate towards cloud-native through convergence of trust, domain and AIOPs capabilities

8. Coforge is positioned as a ‘Leader'' in Everest Group''s Insurance Business Model Innovation Enablement Services PEAK Matrix® Assessment 2021

9. Coforge named ISG Top 15 Sourcing Standout in EMEA “Booming 15”

10. Enabling Enterprise Agility with Coforge''s Office of Enterprise Architecture

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors Basab Pradhan

Place: California, USA Chairman

Date: May 06,2021 DIN: 00892181

Director’s Report