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COFORGE LIMITED Interim / Quarterly Report 2023

Oct 19, 2023

61761_rns_2023-10-19_e8c05bb1-bf95-4ce3-8edc-c39d447efe6a.pdf

Interim / Quarterly Report

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C forge

October 19, 2023

The Manager, Department of Corporate Services BSE Limited Floor 25, P.J. Towers, Dalal Street, Mumbai – 400 001 BSE Scrip code – [532541] Equity ISIN INE591G01017 Non-Convertible Bond ISIN INE591G08012 The General Manager, Department of Corporate Services The National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra, Mumbai – 400 051 NSE Scrip code – [COFORGE]

Dear Sir/Ma'am,

Subject: Outcome of Board Meeting – October 19, 2023 under Regulation 30 read with Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 & Chapter V of SEBI (LODR), Regulations, 2015 as amended

Approval of un-audited Standalone and Consolidated financial results for the quarter and half year ended September 30, 2023, Auditors Report

Pursuant to the provisions contained in Regulation 33 of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and all amendments thereto, we wish to inform you that the Board of Directors at their meeting held today on October 19, 2023 have considered and approved the Un-audited Standalone and Consolidated financial results for the quarter and half year ended September 30, 2023 & Auditors Report. Please find enclosed the following documents in this regard:

  • a) Un-audited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2023 along;
  • b) Unqualified Limited Review Report issued by S R Batliboi & Associates LLP, Statutory Auditors of the Company for the quarter and half year ended September 30, 2023

Further, we would like to confirm that the Statutory Auditors have issued Limited Review Reports with unmodified opinion on the financial results of the Company for the quarter& half year ended September 30, 2023 pursuant to Regulation 33(3)(d) of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Interim Dividend & Record Date

The Board has also declared second interim dividend of Rs. 19/- (Rupees Nineteen only) per Equity Share of the Company at the face value of Rs. 10/- each fully paid-up, for the financial year 2023-24.

Further in terms of Regulation 42 of the SEBI Listing Regulations, 2015 as amended, the Board has fixed November 02, 2023 as the "Record Date" for the purpose of ascertaining the eligibility of shareholders for payment of second interim Dividend.

The payment of second interim dividend/dispatch of dividend warrants would be done within 30 days from the date of declaration of dividend.

Resignation of Director and Reconstitution of Committee of Board

The Board also took note of the resignation of Mr. Kirtiram Hariharan (DIN: 01785506) and Mr. Kenneth Tuck Kuen Cheong (DIN: 08449253) as the Non-executive Directors of the Company, with effect from close of business hours on October 19, 2023, citing pre-occupation and other personal commitments.

Pursuant to the resignation of Directors, the Board of the Company has reconstituted the Stakeholders Relationship Committee and Corporate Social Responsibility Committee of the Company with effect from October 19, 2023

The Board Meeting commenced at 06.30 AM IST and concluded at 07:06 AM IST on October 19, 2023

This disclosure is made in terms of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 for the information of the Exchange, Members and of the Non-convertible Bondholders.

We request you to take the above on record and the same be treated as compliance under the applicable provisions of the Listing Regulations.

Thanking you.

Yours faithfully,

For Coforge Limited

BARKHA SHARMA Digitally signed by BARKHA SHARMA Date: 2023.10.19 07:08:04 +05'30'

Barkha Sharma Company Secretary ACS No. 24060

Encl as above:

S.R. BATL/B0/ & ASSOCIATES LLP

Chartered Accountants

67, Institutional Area Sector 44, Gurugram - 122 003 Haryana, India

Tel +9 1 124 68 1 6000

Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Coforge Limited

  • I. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Coforge Limited (the " Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as '"the Group"') for the quarter ended September 30, 2023 and year to date from April 1, 2023 to September 30, 2023 (the "Statement"') attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obi igations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").
    1. The Holding Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) " Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Holding Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review.
    1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity'" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantia lly less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular No. Cl R/CFD/C MD 1/44/2019 dated March 29, 2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

S.No. Name of the Entity
I Coforge Limited
2 Coforge Sma11Serve Limited
3 Coforge Services Ltd.
4 Coforge DPA Private Limited
5 Coforge SF Private Limited (Erstwhile Whishworks IT Consu lting Private Limited)
6 Coforge Business Process Solutions Private Limited (SLK Global Solutions Private
Limited)
7 Coforge Solutions Private Limited
8 Coforge Inc. USA
9 ----
Coforge Pte Ltd., Singapore
  1. The Statement includes the results of the following entities:

S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

10 Coforge U.K. Ltd.
11 Coforge GmbH, Germany
12 Coforge FZ LLC, Dubai
13 Coforge Airline Technologies GmbH, Germany
14 Coforge DPA UK Ltd.
15 Coforge DPA Australia Pty Ltd.
16 Coforge DPA NA Inc.
17 Coforge DPA Ireland Limited
18 Coforge BPM Inc., USA
19 Coforge Healthcare Digital Automation LLC
20 Coforge Technologies (Australia) Pty Ltd.
21 Coforge Limited, Thailand
22 Coforge BY, Netherlands
23 Coforge AdvantageGo Limited, UK
24 Coforge S.A., Spain
25 Coforge SPOLKA Z OGRANICZONA ODPOWIEDZIALNOSCIA
26 Coforge SON. BHD, Malaysia
27 Coforge S.R.L., Romania
28 Coforge A.B., Sweden
29 Coforge SpA, Chile
30 Coforge SF Limited, UK (Erstwhile Whishworks Limited, UK)
31 Coforge BPS Philippines INC (Erstwhile SLK Global Philippines Inc, Philippines)
32 Coforge BPS America Inc. (Erstwhile SLK Global Solutions America Inc., USA)
33 Coforge BPS Notth Carolina LLC (Erstwhile SLK Global North Carolina LLC, USA)
34 Coforge Japan G K
35 NIIT Technologies Philippines Inc (under liquidation)
    1. Based on our review conducted and procedures perfonned as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
    1. The accompanying Statement includes the unaudited interim financial information, in respect of ten subsidiaries, whose unaudited interim financial results include total assets of Rs. 11 ,344 million as at September 30, 2023, total revenues of Rs 4,456 million and Rs 8,384 million, total net profit after tax of Rs. 248 million and Rs. 422 million, total comprehensive income of Rs. 249 million and Rs. 415 million, for the quaiter ended September 30, 2023 and the period ended on that date respectively, and net cash outflows of Rs.89 million for the period from April I, 2023 to September 30, 2023, as considered in the Statement which have been reviewed by their respective independent auditors.

The independent auditor's repo1ts on interim financial infonnation of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries is based solely on the report of such auditors and procedures performed by us as stated in paragraph 3 above.

5.R. BATLIBOl&ASSOCIATES LLP

Chartered Accountants

  1. The accompanying Statement includes unaudited interim financial information in respect of thirteen subsidiaries, whose interim financial information reflect total assets of Rs 870 million as at September 30, 2023, and total revenues of Rs 262 million and Rs 507 million, total net profit after tax of Rs. 21 million and Rs. 19 million, total comprehensive income of Rs. 2 1 million and Rs. 19 million, for the quarter ended September 30, 2023 and the period ended on that date respectively and net cash outflows of Rs. 20 million for the period from April I, 2023 to September 30, 2023.

The unaudited interim financial information of these subsidiaries have not been reviewed by any auditor(s) and have been approved and furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the affairs of these subsidiaries is based so lely on such unaudited interim financial information. According to the information and explanations given to us by the Management, these interim financial information are not material to the Group.

Our conclusion on the Statement in respect of matters stated in para 6 and 7 above is not modified with respect to our reliance on the work done and the reports of the other auditors and the financial information certified by the Management.

  1. The comparative unaudited interim financial results of the Group, for the corresponding quarter ended June 30, 2023, includes the unaudited interim financial information, in respect of three subsidiaries whose unaudited interim financial information include total revenues of Rs 2,437 million, total net profit after tax of Rs 81 million, total comprehensive income of Rs I 09 million, for the quarter ended June 30, 2023 were reviewed by the predecessor auditors of such subsidiaries and have been furnished to us by the Management and has been relied upon by us for the purpose of our review of the Statement.

For S.R. BATLIBOI & ASSOC IA TES LLP Chartered Accountants ICAI ~ gistration number: IO I 049W /E300004

perY Partner Membersh1 No.: 094524

UDfN: 2309 ~52 4 'P,6, Y'1.'"D"D2.5 G' 3

Place: Noida Date: October 19, 2023

Coforge Limited Regd Office :8, Balaji Estate, Third Floor, Guru Ravidas Marg, Kalkaji, New Delhi-110019 . Ph : 91 (11) 41029297 Webs ite: https ://www.coforge.com Email : investors@coforg e.com. CIN L72100DL 1992PLC048753 Statement of Unaudited Financial Res ults for the quarter and period ended September 30, 2023

Rs in Mn
Consolidated Financial Res ults
Particu lars Quarter ended
September 30 , Quarter ended
2023
Preceding
June 30 , 2023
Quarter ended cu rrent period
September
30,2022
Year to date
Corresponding figures for the figures for the
ended
September
30,2023
Year to date
previous
period ended
September
30,2022
Previous year
ended March
31 ,2023
( Unaudited l I Unaudited l ( Unaudited l ( Unaudited l ( Unaudited l ( Audited l
/1l /2l /3l /4l /5l /6l /7l
I Revenue from operations 22,762 22.210 19,594 44,972 37,888 80,146
II Other income 89 160 135 249 275 619
Ill Tota l 22,851 22,370 19,729 45,221 38,163 80,765
IV Expenditure
Purchases of stock- 111- trade I contract cost 35 41 53 76 440 551
Emplovee benefits expense 14.194 13,749 11,719 27.943 22.714 48.280
Finance costs 319 221 212 540 396 806
Depreciation and amort1zat1on expense 772 757 614 1,529 1,244 2.585
Other expenses 5,124 5.360 4,451 10.484 8.477 18.508
Tota l 20 ,444 20, 128 17,049 40 ,572 33,271 70,730
V Profit before excentional items and tax I111 -IVI 2 407 2,242 2 680 4,649 4 892 10,035
VI Exceptional items (Refer note 6 ) 523
VII Profit before tax (V-VI) 2 407 2 242 2 680 4 649 4 892 9,512
VI II Tax expense
- Current tax 751 679 666 1.430 1,256 2.492
- Deferred tax (223) (194) (192) (41 7) (289) (431)
Tota l ta x expense 528 485 474 1 013 967 2 061
IX Profit for the period I year from operations 1,879 1,757 2,206 3,636 3,925 7,451
(VII-Vllll
Profit attributable to owners of Coforge Limited 1.810 1,653 2,011 3,463 3,508 6,938
Profit attributable to non-controllinq interests 69 104 195 173 417 513
X Other Comprehensive Income/ (loss)
A items tha t will be reclassified to profit or toss
Deferred qains / (loss) on cash flow hedqes 122 216 (5) 338 (191) (393)
Exchange Differences on Translation of Foreign (99) 27 (343) (72) (496) 556
Operations
Income tax relating to items that will be
(3 1) (52) 3 (83) 47 95
reclassified to profit or loss
B Items that will not be reclassified to profit or toss
Remeasurement of post - employment benefit 11 (10) 4 1 (15) 69
obllqat1ons (exoensesl / income
Income tax relating to items that will not be (3) (1) 2 (4) 6 (11 )
recl assified to profit or loss
Tota l 0 180 (339) 180 (649) 316
XI Tota l comprehensive income for the peri od
(Comprising Profit and other comprehensive 1,879 1,937 1,867 3,8 16 3,276 7,767
income for the period)
Attributable to :
Owners of Coforge Lim 1ted 1,8 13 1,829 1.694 3,642 2,908 7,241
Non-Controllinq interests 66 108 173 174 368 526
XII Paid up Equity Share Capital 615 611 610 615 610 611
(Face Value of Rs 1 O each. fully paid)
Other eauitv 31,088
XIII Ea rninq s Per Sha re of Rs 10/- each)
Basic 29 59 27.06 33 00 56 64 57.58 113 77
Diluted 28 98 26 54 32 41 55 45 56 .53 111 53

Coforge Limited Regd Office :8, Balaji Estate, Third Floor, Guru Ravidas Marg, Kalkaji, New Delhi-110019. Ph: 91 (11) 41029297 Website: https://www.coforge.com Email : [email protected]. CIN L72100DL 1992PLC048753

Consolidated Statement of Assets and Liabilities Rs in Mn
Consolidated
Unaudited Audited
Particulars As at As at
September 30, March 31 ,
2023 2023
Assets
Non-current assets
Property. plant and equipment 4,505 4.455
Right-of-use assets 2,780 2.365
Capital work-in-progress 62 46
Goodwill 11 ,651 11.665
Other Intangible assets 4,369 4.634
Intangible assets under development 203
Financial assets
Investments # 0 0
Trade receivables 1,785 1,772
Other financial assets 437 479
Income tax assets (net of prov1s1ons) 286 233
Deferred tax assets (net) 4,386 3,757
Other non-current assets 2, 388 1.364
Total non-current assets 32,852 30,770
Current assets
Contract assets 1,651 1,512
Financia l assets
Trade receivables 19,639 16,131
Cash and cash equivalents 3,259 5,699
Other bank balances 126 88
Other financial assets 296 187
Other current assets 3,023 2,447
Total current assets 27 994 26 064
Total Assets 60 846 56 834
EQUITY AND LIABILITIES
Equity
Equ ity share capital
Other equity
615
32,658
611
Equity attributable to owners of Coforqe Limited 33,273 30 ,21 4
30,825
Non-controlling interests ("N CI") 1,002 874
Total Equity 34 275 31 699
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 3,390 3.382
Lease liabi lities 2,185 1,786
Trade payables 406 332
Other financial liabilities 217 324
Employee benefit obligations 1,460 1,276
Deferred tax liabilities 506 583
Other non-current liabilities 69 59
Total non- current liabilities 8,233 7,742
Current liabilities
Financial liabilities
Borrowings
Lease liabilities
6,035
483
Tra de payables 6,746 454
6,481
Oth er financial l1ab1l1t1es 1,911 7,377
Employee benefit obligations 396 360
Other current liabilities 2,767 2,721
Total current liabilities 18,338 17,393
Total liabilities 26 571 25 135
Total eq uity and liabilities 60,846 56 834

O represents amount 1s below the round off norm adopted by the Grou p

Coforge Limited Regd Office :8, Balaji Estate, Third Floor, Guru Ravidas Marg , Kalkaji, New Delhi-110019. Ph: 91 (11) 41029297 Website: https://www.coforge.com Email: [email protected]. GIN L72100DL 1992PLC048753

Consolidated Statement of Cash Flows Rs in Mn
Particulars Unaudited
Period ended
30 September
2023
Consolidated
Unaudited
Period ended
30 September
2022
Cash flow from operating activities
Profit before tax after exceptional items
-
4.649 4.892
Adjustments for
Depreciation and amortisation expense 1,529 1,244
(Gain) / loss on disposal of property, plant and equipment (net) (6) 8
Interest and finance charges 516 375
Employee share-based payment expense 579 234
Allowance for doubtful debts & contract assets (net) 45 18
D1v1 dend and interest income (34) (10)
Unwinding of discount - finance Income (64) (52)
2,565 1,817
Changes in operating assets and liabilities
(lncrease)/decrease in trade receivables (3,667) (3,329)
(lncrease)/decrease 1n oth er financial assets 8 (126)
(lncrease)idecrease in other assets (1,326) (379)
lncrease/( decrease) in employee benefit obl igations 223 169
lncrease/(decrea se) in trade payables 295 (381 )
lncrease/(decrease) in other liabil ities (1,220) (305)
Cash used from operations (5,687) (4,351)
Income taxes paid (1.462) (1,270)
Net cash inflow from operating activities 65 1,088
Cash flow from investing activities
Purchase of property, plant and equipment (1,817) (892)
Proceeds from sale of property. plant and equipment 27 18
Acquisition of a subsidiary / operations, net of cash acquired (4 15)
Interest received on bank deposits 16 14
Net cash outflow from investing activities (1 ,774) (1,275)
Cash flow from financing activities
Proceeds from issue of shares (including secu rities premium) 4 17
Purchase of additional stake in subsidiaries (3,523)
Proceeds from borrowings 6,035 2,303
Payment of principal portion of lease liabilities (238) (208)
Interest paid (59 1) (485)
Dividends paid to the NCI
Dividends paid to the Company's shareholders
(536)
Net cash outflow from financing activities (2,322)
(635)
(1,584)
(493)
Net (decrease) in cas h and cash equivalents (2 ,344) (680)
Cash and cash equivalents at the beginn ing of th e period 5.699 4.468
Effects of exchange rate changes on cash and cash equ ivalents (96) (21)
Cash and cash equivalents at the end of the period 3,259 3,767
Cash and Cash Equivalents comprise of:
Cheques, drafts on hand 220 77
Balances with banks 2.895 3,469
Fi xed deposit accounts (less than 3 months maturity) 144 22 1
Total 3,259 3,767

Selected explanatory notes to the Consolidated Financial Results for the Quarter and Si x Months ended September 30 , 2023

The above results were reviewed and recommended by the Audit Committee at the meeting held on October 18. 2023 and approved by the Board of Directors at their meeting held on October 19. 2023.

2 The financial results have been prepared in accordance with applicable Indian Accounting Standards as prescribed under Section 133 of the Companies Act. 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules 20 15 and Amended Rules . 2016

3 During th e quarter ended September 30. 2023. pursuant to Employees Stock Option Plan 2005, 451,436 options were exercised and 48.804 opti ons were lapsed from various Grants and 1,109,481 options were outstanding as on September 30. 2023 issued on various dates.

The Nomination and Remuneration Committee made followin rant durin the uarter:

Vesting Term No. of options Grant Pri ce
Over 1-3 ea rs - Based on erformance 6,600 10

4 Other expenses includes professional charqes and other production expenses (incl third party license cost)

5 Seqment information at Consolidated level Rs. In Mn
Quarter ended
2023
Preceding
September 30, Quarter ended Quarter ended
June 30, 2023
Corresponding
September
30,2022
Year to date
figures for the
current period
ended
September
30.2023
Year to date
figures for the
previous
period ended
September
30.2022
Previous year
ended March
31 ,2023
( Unaudited ) ( Unaudited ) ( Unaudited l ( Unaudited ) ( Unaudited ) (Audited)
Revenue from Operations
Americas 11 ,245 11 030 10.047 22,275 19,423 40,020
Europe , Midd le East and Africa 8,838 8,575 7,547 17,41 3 14,293 31,175
As,a Pacific 1,612 1,563 1,465 3,175 2,879 5,817
India 1.067 1,042 535 2, 109 1,293 3,134
Tota l 22 762 22 210 19 594 44 972 37 888 80 146
Adjusted ea rning before Interest, Tax , Depreciation and Amortization (EBITDA)
Americas 2,010 1.641 1,796 3.651 3.309 6. 176
Europe. Middle East and Africa 1,527 1,601 1,576 3,128 2.977 6.611
As,a Pacific 115 140 176 255 306 749
India (178) (231) (104) (409) (230) (286)
Total 3,474 3,151 3,444 6,625 6,362 13,250
Depreciation and Amortization 772 757 614 1,529 1,244 2,585
Other Income (net) (295) (152) (150) (447) (226) (630)
Profit Before Tax (before exceptional items) 2,407 2,242 2,680 4,649 4,892 10,035
Exceptional items 523
Profit Before Tax 2,407 2,242 2,680 4,649 4,892 9,512
Provision for tax 528 485 474 1,013 967 2.061
Profit after tax 1,879 1,757 2,206 3,636 3,925 7,451

Notes to segment informati on (a) The Chief Operating Decision Maker ie . the Chief Executi ve Officer (CEO). primarily uses a measure of revenue and adJusted Earnings before Interest, Tax. Depreciation and Amortization (Adjusted EBITDA) to assess the performance of the operating segments Earnings before Interest. Tax. Depreciation and Amortization is adjusted with other income and foreign exchange differences to arrive at Adjusted EBITDA. Assets and liabilities used in the group's business are not identified to any of the reportable segments, as these are used interchangeably between segments. Accordingly. the CEO does not review assets and liabilities at reportable segments level.

(b) As per Ind AS 108 on 'Operating Segments·. the Company has disclosed the segment information only as part of the consolidated financial results

6 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 Group had incurred Rs 523 mn towards the offering. which was to be recovered from selling shareholders. However. the market conditions are not being supportive of the offering. the Group during the previous year. had recorded provision of Rs. 523 Mn and disclosed as exceptional item

7 One of the Indian government customers of the Group had deducted certain amounts due to be paid in earlier years. The Group basis its assessment and legal advice considers such deductions to be arbitrary and basis th e discussions wi th the customer during th e quarter is confident of resolving favourably. The amount involved in respect of above. as at September 30. 2023 , considered as recoverable amounts to Rs 137 Mn

8 On August 24. 2023, the Promoter of Com pany HULST B V (BPEA EQT) sold ,ts entire stake (26 63%) in the Company.

9 Two non-executive directors of the Company have resigned from the Board of Directors at its meeting held on October 1

1 O The Board of Directors at its meeting held on October 19. 2023 has declared an interim dividend of Rs. 19 per equity sh

11 Previous year / period figures have been reclassified to conform to current year I period's classification

Place. Greater Noida Date. October 19, 2023

y order of the Board Coforge Limited

Sudhir Singh CEO & Executive Director

S.R. BATUBOI & ASSOCIATES LLP

Chartered Accountants

67, Institutional Area Sector 44, Gurugram - 122 003 Haryana, India

Tel: +91124 6816000

Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Coforge Limited

  • I. We have reviewed the accompanying statement of unaudited standalone financial results of Coforge Limited (the "Company") for the quai1er ended September 30, 2023 and year to date from April I, 2023 to September 30, 2023 (the "Statement" ) attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations'').
    1. The Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "'Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 and 52 of the Listing Regulations. The Statement has been approved by the Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review.
    1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit op1111O11.
    1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section I 33 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants IO 1049W/E300004

Part Member No.: 094524 UDfN:2309 4 52 4'e,Cn Y1.DC 53 Place: Noida Date October 19, 2023

Coforge Limited Regd Office :8, Balaji Estate, Third Floor, Guru Ravidas Marg, Kalkaji , New Delhi-110019. Ph: 91 (11) 41029297 Website: https://www.coforge.com Email : investors@coforg e.com. GIN L72100DL 1992PLC048753 Statement of Unaudited Financial Res ults for the quarter and period ended September 30, 2023

Rs in Mn
Standalone Financial Results
Particulars Quarter ended
2023
Preceding
September 30 , Quarter ended
June 30, 2023
Quarter ended current period
September
30,2022
Yea r to date
Corresponding figures for the figures for the
ended
September
30 ,2023
Yea r to date
previous
period ended
September
30 ,2022
Previous yea r
ended March
31,2023
( Unaudited ) ( Unaudited ) ( Unaudited ) ( Unaudited ) ( Unaudited ) (Audited)
(1) (2) (3) (4) (5) (6) (7)
I Revenue from operations 12.192 11.403 10.439 23.595 20.158 42.305
II Other income 365 1.970 698 2.335 1,684 5.879
Ill Total 12,557 13,373 11 ,137 25,930 21 ,842 48 ,184
IV Expenditure
Purchases of stock- in- trade / contract cost 0 1 0 1 363 365
Employee benefits expense 8.620 8,181 7,068 16.801 13,610 28.866
Finance costs 181 139 161 320 297 588
Depreciation and amort1zat1on expense 313 301 268 61 4 549 1,087
Other expenses 2,47 1 2,538 2,251 5,009 4,125 8,530
Tota l 11 ,585 11 ,160 9,748 22 ,745 18,944 39,436
V Profit before exceptional items and tax (Ill-IV) 972 2,213 1 389 3,185 2 898 8 748
VI Exceptional items (Refer note 5) 523
VII
VII I
Profit before tax (V-Vll
Tax expense
972 2 213 1 389 3 185 2 898 8 225
- Current tax 41 0 169 202 579 370 839
- Deferred tax (205) (66) 17 (271 ) 12 61
Total tax exoense 205 103 219 308 382 900
Profit for the period/ year from operati ons 767 2,110 1,170 2,877 2,516 7,325
IX (VII-VIII)
X Other Comprehensive Income I (Loss)
A Items that will be reclassified to profit or loss
Deferred qains on cash flow hedqes
Income tax relating to items that will be
reclassified to profit or loss
127
(32)
161
(38)
20
(4)
288
(70)
(108)
26
(344)
83
B Items that will not be reclassified to profit or loss
Remeasurement of post - employment benefit
(7) (31) (3) (60) (39)
oblioations (expenses\ / income
Income tax relating to items that will not be
4 2 8 1 15 9
reclassified to profit or loss
Total
(1)
98
11 8 (7) 216 (127) (291)
XI Total comprehensive income for the peri od
(Comprising Profit and other comprehensive
income for the oeriod\
865 2,228 1,163 3,093 2,389 7,034
XII Paid up Equity Share Capital
(Face Value of Rs 1 o each, fully paid)
615 611 610 615 610 611
Other eauitv 25 .542
XIII Earn in~s Per Share of Rs. 101- each\
Basic
Diluted
12.54
12.28
34.54
33 .87
19.18
18.84
47.06
46.07
41 28
40 .53
120.12
117.75

Coforge Limited Regd Office :8, Balaji Estate, Third Floor, Guru Ravidas Marg, Kalkaji, New Delhi-110019 . Ph: 91 (11) 41029297 Website: https ://www.coforge. com Email : [email protected]. CJN L72100DL 1992PLC048753

Statement of Assets and Liabilities Rs. in Mn
Stand alone
Unaudited Aud ited
Particulars As at As at
September 30, March 31 ,
2023 2023
Assets
Non-current assets
Property, plant and equipment 3.459 3.451
Right-of-use assets 810 840
Capital work-in-progress 8 17
Goodwill 21
Other Intangible assets 277 21
47
Financial assets
Investments 21.705 18.336
Trade receivables 481 467
Other Financial Assets 189 181
Income ta x assets (net of provisions) 121 239
Deferred tax assets (net) 3,631 3,057
Other non-current assets 1,111 762
Total Non-current Assets 31,813 27,418
Current Assets
Contract assets 66 32
FInanc1al assets
Trade receivables 6,875 7,836
Cash and cash equivalents
Other bank balances
684 1,372
Other financial assets 23
153
23
88
Other current assets 1,505 1.012
Total current assets 9 306 10 363
Total Assets 41 119 37 781
EQUITY AND LIABILITIES
Equity
Equ ity share capital 615 611
Other equity 27.282 25 542
Tota l Equity
Liabilities
27 897 26 153
Non-current liabilities
Financial Liabilities
Borrowings 3.390 3,382
Lease Liabilities 433 474
Trade payables
Total outstanding dues of micro enterprises and small enterprises
Total outstandinq dues of creditors other than micro enterprises and small enterpr 115 102
Other financial liabilities 154 112
Employee benefit obligations 1,026 857
Other non-current liabil ities
Total non- cu rrent liabi lities
69 59
Current liabilities 5,187 4,986
F1nanc1al Liabilities
Borrowings 2,551
Lease Liabiliti es 112 94
Trade paya bles
Total outstanding dues of micro enterprises and smal l enterprises 605 282
Total outstanding dues of creditors other than micro enterprises and small enterpr' 2.709 3 060
Other f1nanc1al liab1lIt1es 1,050 2,496
Employee benefit obligati ons 98 89
Other current lIabil1 tIes 910 621
Total current li abilities
Tota l liabi lities
8,035
13 222
6,642
11 628
Total Equity and Liabilities 41 119 37 781

Coforge Limited Regd Office :8, Balaji Estate, Th ird Floor, Guru Ravidas Marg, Kalkaj i, New Delhi-110019 . Ph: 91 (11) 41029297 Website: https://www.coforge.com Email: [email protected]. CIN L72100DL1992PLC048753

Statement of Cash Flows Rs in Mn
Standalone
Particulars Unaudited
Period ended
30 September
2023
Unaudited
Period ended
30 September
2022
Cash flow from operating activities
Profi t before tax after exceptional items 3.185 2.898
Adjustments for:
Depreciation and amortisation expense 614 549
(Gain)/ loss on disposal of property. plant and equipment (net) (3) 7
Dividend and interest income (1,589) (1,289)
Interest and fi nance charqes 308 292
Employee share-based payment expense 556 178
Allowance for doubtful debts & contract assets (net) 14 9
Unw1ndinq of discount - finance income (9)
(109)
(9)
(263)
Changes in operating assets and liabilities
(lncrease)/decrease 111 trade receivables
(lncrease)/decrease in other financial assets
916 (2 264)
(79)
(lncrease)/decrease in other assets 27
(810)
(126)
lncrease/(decrease) in trade payables (22) (240)
lncrease/(decrease) in provisions 175 208
lncrease/(decrease) ,n other liabilities (430) (134)
Cash generated/ (used) from operations (144) (2,635)
Income taxes paid (439) (626)
Net cash inflow I (outflow) from operating activities 2,493 (626)
Cash fl ow from investing activities
Purchase of property, plant and equipment (1,154) (4 15)
Proceeds from sale of Property, plant and equipment 27 16
Dividend Income 1,586 1,286
Interest received from fi nancial assets at amorti sed cost
Net cash inflow from investing activities
1
460
7
894
Cash flow from financing activities
Proceeds from issue of shares (includinq secu rities premium) 4 17
Purchase of additional stake in subidiary (3,369)
Proceeds from borrowings
Repayment of principal porti on of lease liabi lities
2,551
(61)
1.480
(30)
Interest paid (444) (420)
Dividends paid to the Company's shareholders (2,322) (1,584)
Net cash (outflow) from financing activities (3,641) (537)
Net decrease in cash and cash eq uivalents (688) (269)
Cash and cash equivalents at the beqinninq of the period
Cash and cash equivalents at the end of the period
1 372
684
604
335
Reconciliation of cash and cash equivalents as per the cash flow statement
Cash and cash equi valents as per above comprise of the followinq
Balances with Banks 684 335
Total 684 335

Selected explanatory notes to the Statement of Standalone Financial Results for the Quarter and Six months ended September 30, 2023

  • The above resul ts were reviewed and recommended by the Audit Committee at the meeting held on October 18, 2023 and approved by the Board of Directors at their meeting held on October 19, 2023
  • 2 The financial results have been prepared in accordance with applicable Indian Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of th e Companies (Indian Accounting Standards) Rules 2015 and Amended Rules, 2016.
  • 3 Du ring the quarter ended September 30, 2023. pursuant to Employees Stock Option Plan 2005 . 451.436 options were exercised and 48,804 options were lapsed from various Grants and 1. 109,481 options were outstanding as on September 30 , 2023 issued on various dates
The Nomination and Remuneration Committee made fol lowin
rant durin the uarter·
Vestin Term No. of o tions Grant Price
Over 1-3 ears - Based on erformance 6 600 10

4 Other expenses includes professional cha rqes and other production expenses (incl. third party license cost)

  • 5 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 However. the market conditions are not being supportive of the offering. the Company during the previous year, had recorded provision of Rs. 523 Mn and disclosed as exceptional item
  • 6 One of the Indian government customers of the Group had deducted certain amounts due to be paid In earlier years. The Group. basis its assessment and legal advice considers such deductions to be arbitrary and basis the discussions with the customer during the quarter Is confident of resolving favourably The amount involved in respect of above. as at September 30. 2023 , considered as recoverable amounts to Rs 137 Mn
  • 7 On August 24, 2023. the Promoter of Company HULST B.1/ (BPEA EQT) sold its entire stake (26 63%) In th e Company.
  • 8 Two non-executive directors of the Company have resigned from the Board of Directors at its meeting held on October 19, 2023
  • 9 The Board of Directors at its meeting held on October 19, 2023 has declared an interim dividend of Rs. 19 per equity share.
  • 1 O Previous year / period figures have been reclassified to con form to current year I period's classification.

Place: Greater Naida Date October 19. 2023

By order Cofor

.. udhIr Singh Executive Director

Coforge Limited Regd Office :8, Balaji Estate, Third Floor, Guru Ravidas Marg, Kalkaji , New Delhi-110019. Ph: 91 (11) 41029297 Website: https://www.coforge.com Email : [email protected]. GIN L72100DL 1992PLC048753

Additional disclosures as per Regulation 52 (4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended:

SI. No Particulars Quarter ended
2023
Preceding
September 30, Quarter ended
June 30, 2023
Corresponding
Quarter ended
September
30,2022
Year to date
figures for the
current period
ended
September
30,2023
Yea r to date
figures for the
previous
period ended
September
30,2022
Previous year
ended March
31 ,2023
1 Debt-equity ratio (times) (Total borrowings (current & 0.21 0.22 0.21 0.21 0.21 0.13
2 non-current)/ Total equity]
Debt service coverage ratio (times) (Earnings before
interest. tax, depreciation and amortisation/(interest
expense on short term and long term borrowings+
principal repayment of long term borrowings and short
term borrowing during the period)] - Not annualised
(after Exceptional item)
6 79 5 53 7.95 6.25 7.96 7.28
3 Interest service coverage ratio (times) [Earnings
before interest. tax. depreciation and amortisation
/Interest expense on current & non-current borrowings
during the period]- Not annualised (after Exceptional
item)
6.79 5 53 7.95 6.25 7.96 7.31
4 Current ratio (times) (Total current asset/ Total 1.16 1.12 1.17 1 16 1.17 1.56
5 current l1ab1l1t1esl
Long term debt to working capital (times) [Non
current borrowings including current maturities/
Working capital (Total current asset -Total current
l1ab1lities)]
2.67 3.66 2 65 2.67 2.65 0.91
6 Bad debts to Account receivable ratio (times) [Bad
debts / Average trade receivable] - Not annualised
0.00 0 00 0 00 0.00 0.00 0.00
7 Current liability ratio (times) [Current Liability/ Total 0.61 0.61 0.62 0.61 0.62 0.57
8 Liabilitvl
Total debts to total assets (times) [Total borrowings
(current & non-current) / Total Assets)
0.14 0.15 0. 14 0.14 0.14 0.09
9 Debtors turnover (times) [Annualised revenue from
operations / Average trade receivable]
6.47 6.70 6.86 6.47 6.86 6.57
10 Inventory turnover (times) [(Purchases of stock- in
trade / contract cost + Changes 1n inventories of stock
in- trade)/ Average inventory) - Not annualised
NA NA NA NA NA NA
11 Operating margin (¾) [Earnings before interest and
tax /Revenue from operations] (after Exceptional item)
63% 3.2% 91 % 48% 8.1 % 68%
12 Net profit margin (¾) [Profit after tax I Revenue from
operat1onsl
6.3% 18.5% 11.2% 12.2% 12.5% 17.3%
13
14
Net worth (Rs 1n Mn ) [Total equity]
Credit rating and change 1n credit rating (no change in
credit rating) dated April 4. 2023
27 .897
CRISIL
AA/Stable
27,437
CRISIL
AA/Stable
23.081
CRISIL
AA/Stable
27.897
CRISIL
AA/Stable
23,081
CRISIL
AA/Stable
26,153
CRISIL
AA/Stable
15 Capital redemption reserve (Rs in Mn) 36 36 36 36 36 36
16
17
Net profit after tax (Rs. in Mn)
Earninqs Per Share of Rs. 10/- each .
Basic
767
12.54
2.110
34.54
1.170
19 18
2,877
47 06
2.516
41 .28
7.325
120 12
Di luted 12 28 33 87 18 84 46 07 40.53 11 7 75
18 Outstanding Listed . Rated. Redeemable. Non
Convertible Bonds (Rs. in Mn)
3,400 3.400 3,400 3.400 3,400 3,400
Next due date: Interest payment date
: Interest pavment amount (Rs. in Mn)
April 26. 2024
336
April 26. 2024
336
April 26. 2023
336
April 26. 2024
336
April 26. 2023
336
April 26 . 2023
336
19 Next due date: Principal payment date
• Principal payment amount (Rs. in Mn)
Asset cover available, in case of non convertible
debt securities [The non-convertible securities of the
Company is unsecured]
April 24. 2026
3.400
Not applicable
April 24. 2026
3,400
Not applicable
April 24. 2026
3.400
Not applicable
April 24. 2026
3.400
Not applicable
April 24. 2026
3.400
Not applicable
April 24. 2026
3.400
Not applicable
20 Previous due date for the payment of interesU
repayment of principal of non convertible debt
securities and whether the same has been paid or
Interest paid on Interest paid on
April 26 , 2023
amounting to
April 26, 2023
amounting to
Interest paid on
April 26, 2022
amounting to
Interest paid on Interest paid on
April 26. 2023
amounting to
April 26, 2022
amounting to
Interest paid on
April 26, 2022
amounting to
21 not [No installment is due as on 30 September 2023]
Outstanding redeemable preference shares (quantity
and value)
Rs. 336 Mn
Not applicable
Rs. 336 Mn
Not appl icable
Rs. 327 Mn
Not applicable
Rs. 336 Mn
Not applicable
Rs . 327 Mn
Not applicable
Rs . 327 Mn
Not appl icable

Place Greater Nrnda Date October 19. 2023

By order oft e Boa Coforge i ited ~ udhir Singh CEO & Executive Director