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COFORGE LTD.

25 November 2025 | 03:58

Industry >> IT Consulting & Software

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ISIN No INE591G01025 BSE Code / NSE Code 532541 / COFORGE Book Value (Rs.) 190.49 Face Value 2.00
Bookclosure 31/10/2025 52Week High 2005 EPS 24.25 P/E 75.54
Market Cap. 61343.01 Cr. 52Week Low 1194 P/BV / Div Yield (%) 9.62 / 0.83 Market Lot 1.00
Security Type Other

AUDITOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

We have audited the Standalone Financial Statements of
Coforge Limited ("the Company"), which comprise the Balance
sheet as at March 31, 2025, the Statement of Profit and Loss,
including the statement of Other Comprehensive Income, the
Cash Flow Statement and the Statement of Changes in Equity
for the year then ended, and notes to the Standalone Financial
Statements, including a summary of material accounting
policies and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid Standalone
Financial Statements give the information required by the
Companies Act, 2013, as amended ("the Act") in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2025, its profit including
other comprehensive income, its cash flows and the changes in
equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements
in accordance with the Standards on Auditing (SAs), as specified
under section 143(10) of the Act. Our responsibilities under
those Standards are further described in the 'Auditor's
Responsibilities for the Audit of the Standalone Financial
Statements' section of our report. We are independent of
the Company in accordance with the 'Code of Ethics' issued
by the Institute of Chartered Accountants of India together

with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Act and
the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
Standalone Financial Statements for the financial year ended
March 31, 2025. These matters were addressed in the context
of our audit of the Standalone Financial Statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided
in that context.

We have determined the matters described below to be the
key audit matters to be communicated in our report. We
have fulfilled the responsibilities described in the Auditor's
responsibilities for the audit of the Standalone Financial
Statements section of our report, including in relation to these
matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the
risks of material misstatement of the Standalone Financial
Statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide
the basis for our audit opinion on the accompanying Standalone
Financial Statements.

Key audit matters

How our audit addressed the key audit matter

Investment: "Impairment assessment of non-current investments in subsidiaries carried at cost"

As at March 31, 2025, the Company has non current investments
in subsidiaries carried at cost of INR 42,644 Mn. The investments
in subsidiaries are tested for impairment using discounted cash¬
flow models of recoverable value compared to the carrying
value of the assets. A deficit between the recoverable value and
carrying value would result in impairment.

The inputs to the impairment testing model includes:

• Projected revenue growth, operating margins, operating
cash-flows and capex during the periods relating to explicit
forecasts.

• Stable long-term growth rates beyond explicit forecast
period and in perpetuity, and

• Discount rates that represent the current market
assessment of the risks specific to the cash generating unit,
taking into consideration the time value of money.

Our audit procedures included the following:

• We tested the design and operative effectiveness of
management's key internal controls over impairment
assessments.

• Gained an understanding of and evaluated the methodology
used by management to prepare its cash flow forecasts and
the appropriateness of the assumptions applied. In making this
assessment, we also evaluated the competence, professional
qualification, objectivity and independence of Company's
specialists and Company's personnel involved in the process.

• With the assistance of our specialists, we assessed the
assumptions on the key drivers of the cash flow forecasts
including discount rates, expected growth rates and terminal
growth rates used; in consideration of the current and
estimated future economic conditions.

Key audit matters

How our audit addressed the key audit matter

The impairment testing is considered a key audit matter because

• We assessed the historical accuracy of management's forecast

the assumptions on which the tests are based are highly

by comparing actual financial performance to management's

judgmental and are affected by future market and economic

previous forecasts.

conditions which are inherently uncertain, and because of

• We assessed the recoverable value headroom by performing

the materiality of the balances to the Standalone Financial

sensitivity testing of key assumptions used.

Statements.

• We assessed the adequacy of the related disclosures in note

Refer Note 5(i) of the Standalone Financial Statements

to the Standalone Financial Statements.

Other Information

The Company's Board of Directors is responsible for the other
information. The other information comprises the annual report,
but does not include the Standalone Financial Statements and
our auditor's report thereon. The annual report is expected to
be made available to us after the date of this auditor's report.

Our opinion on the Standalone Financial Statements does not
cover the other information and we will not express any form
of assurance conclusion thereon.

In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether such other information is materially
inconsistent with the Standalone Financial Statements or our
knowledge obtained in the audit or otherwise appears to be
materially misstated.

When we read the annual report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and take necessary actions applicable in the applicable laws
and regulations.

Responsibilities of Management for the Standalone
Financial Statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these Standalone Financial Statements
that give a true and fair view of the financial position, financial
performance including other comprehensive income, cash flows
and changes in equity of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under section
133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended. This responsibility also
includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the Standalone Financial

Statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management
is responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the Standalone Financial Statements as a whole are
free from material misstatement, whether due to fraud or
error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken
on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of
the Standalone Financial Statements, whether due to fraud
or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with
reference to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant
doubt on the Company's ability to continue as a going
concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's report
to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to
the date of our auditor's report. However, future events or
conditions may cause the Company to cease to continue as
a going concern.

• Evaluate the overall presentation, structure and content
of the Standalone Financial Statements, including the
disclosures, and whether the Standalone Financial
Statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where
applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements
for the financial year ended March 31, 2025 and are therefore the
key audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,
2020 ("the Order"), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act,
we give in the “Annexure 1" a statement on the matters
specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to the
extent applicable, that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
our examination of those books except for the matters
stated in paragraph 2(i)(vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors) Rules, 2014
(as amended);

(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive Income,
the Cash Flow Statement and Statement of Changes in
Equity dealt with by this Report are in agreement with
the books of account;

(d) In our opinion, the aforesaid Standalone Financial
Statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules, 2015,
as amended;

(e) On the basis of the written representations received from
the directors as on March 31, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as
on March 31, 2025 from being appointed as a director in
terms of Section 164 (2) of the Act;

(f) The modification relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph (b) above.

(g) With respect to the adequacy of the internal financial
controls with reference to these Standalone Financial
Statements and the operating effectiveness of such
controls, refer to our separate Report in “Annexure 2" to
this report;

(h) In our opinion, the managerial remuneration for the year
ended March 31, 2025 has been provided by the Company
to its directors in accordance with the provisions of section
197 read with Schedule V to the Act;

(i) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended
in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its Standalone
Financial Statements - Refer Note 28(a) to the
Standalone Financial Statements;

ii. The Company has made provision, as required under
the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term
contracts including derivative contracts - Refer Note
12(iv) to the Standalone Financial Statements;

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company

iv. The management has represented that, to the
best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from
borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in
any other person(s) or entity(ies), including foreign
entities ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

b) The management has represented that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing
or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and

c) Based on such audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused
us to believe that the representations
under sub-clause (a) and (b) contain any
material misstatement.

v. The interim dividend declared and paid by the
Company during the year and until the date of this
audit report is in accordance with section 123 of
the Act.

vi. Based on our examination which included test
checks, the Company has used accounting software
for maintaining its books of account which has a
feature of recording audit trail (edit log) facility
and the same has operated throughout the year for
all relevant transactions recorded in the software
except that, audit trail feature is not enabled for
direct changes to data when using certain access
rights, as described in note 36 to the financial
statements. Further, during the course of our
audit we did not come across any instance of audit
trail feature being tampered with in respect of
accounting software. Additionally, the audit trail
has been preserved by the Company as per the
statutory requirements for record retention.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Vineet Kedia

Partner

Membership Number: 212230
UDIN: 25212230BMKOSP5864

Place: Gurugram
Date: May 05, 2025