No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. No any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member. Refer note 31.
Out of the total trade receivables and contract assets, the Company has one customer with outstanding trade receivables and contract assets of 25% of the total outstanding receivables and contract assets which include amount that shall be realized basis the successful outcome. Pending the achievement of outcome, the revenue for this outcome-based contract has been recognized using cost-plus margin approach and based on estimated consideration for the contract period considering median success probability of the outcome, with efforts being approved by the customer on periodic basis. These outcome-based receivables are expected to be billed and collected over a period of 2 to 4 years based on the successful achievement of outcome as per the contract terms. Refer note 28(b).
a) Deferred tax assets and liabilities above have been determined by applying the income tax rates of respective overseas branches. Deferred tax assets and liabilities in relation to taxes payable under different tax jurisdictions have not been offset in standalone financial statements.
b) During the year ended 31 Mar 2026 deferred tax assets of INR 957 Mn (March 31, 2025 - INR 413 Mn) has been created and this amount include gain due to exchange fluctuations of INR 47 Mn (March 31, 2025 - gain of INR 26 Mn) relating to deferred tax assets recognized for operations in the overseas branches.
(a) Contract costs include INR 1,018 Mn (Previous year INR 1,489 Mn) as incremental cost of obtaining a contract and INR 2,275 Mn (Previous year INR 1,813 Mn) as cost incurred for fulfilling a contract with customers. There is a corresponding liability of INR 819 Mn (Previous year INR 1,342 Mn ) as against these contract cost assets are lying in other financial liabilities (refer note 12(iv)) and other liabilities (refer note 15).
Amortisation of Contract costs is included in Other production expenses INR 532 Mn (Previous year INR 412 Mn), Employee benefits expenses INR 253 Mn (Previous year INR 154 Mn) and Revenue from operations INR 357 Mn (Previous year INR 112 Mn). There is no impairment loss recognised during the current or previous year.
Terms and rights attached to equity shares
The Company has one class of equity shares having a par value of INR 2 per share. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
During the year ended March 31, 2025, the Company has issued 4,869,565 equity shares [prior to share split] of INR 10 each in Qualified Institutions Placement ('QIP') at an issue price of INR 4,600 per share (including securities premium of INR 4,590 per share) aggregating to INR 22,400 Mn. INR 49 Mn has been adjusted towards Equity Share capital and INR 22,351 Mn has been adjusted towards securities premium (comprises 4,869,565 Equity Shares issued at INR 4,590 per Equity Share) included in 'Securities Premium'. The Holding Company had incurred expenses amounting to INR 386 Mn. towards issuance of equity shares which have been debited to securities premium. The purpose of the offer was acquisition of equity shares in Cigniti Technologies Limited ("Cigniti"), including all associated costs. As at March 31, 2025, the Company had fully utilised the above amount.
The Board of Directors of the Company, at its meeting held on March 04, 2025, approved a proposal for sub-division / split of every 1 (One) Equity Share of INR 10 (INR Ten only) each into 5 (Five) Equity Shares of INR 2 (INR Two Only) each and the consequent amendment to the Memorandum of Association of the Company subject to the approval of Members of the Company. Further, the Members of the Company has approved the same through postal ballot on April 17, 2025. Further, the Board of Directors at its meeting held on May 05, 2025, approved the Record Date for Split/Sub-division of Equity Shares as June 04, 2025.
Shares reserved for issue under options
Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in note 36.
Increase in Authorised Share Capital
The Board of Directors and the shareholders of the Company, at their respective meetings held on December 26, 2025 and through postal ballot concluded on January 25, 2026, approved the increase in the authorised share capital of the Company by INR 250 Mn (125 Mn equity shares of face value INR 2 each).
Pursuant to the NCLT-approved Scheme of Amalgamation of Cigniti Technologies Limited with the Company (effective April 1, 2025), the authorised share capital of the Company has been increased by INR 360 Mn to facilitate issuance of shares to the shareholders of the transferor company in accordance with the share exchange ratio under the Scheme.
Capital redemption reserve
In accordance with section 69 of the Indian Companies Act, 2013, the Company creates capital redemption reserve equal to the nominal value of the shares bought back as an appropriation from general reserve /retained earnings
Capital Reserve
During the previous year, capital reserve was created on account of Cigniti Technologies Limited common control merger with the Company, as per NCLT approved merger scheme and Appendix C of Ind AS 103 "Business Combinations". Capital Reserve is not freely available for distribution. Refer note 32.
Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act 2013.
Employee stock option
The share options outstanding is used to recognize the grant date fair value of options issued to employees under Coforge Employee Stock Option Plan 2005
General reserve
The General Reserve is as per the requirements of Companies Act, 2013 in respect of companies incorporated in India.
Retained earnings
Retained earnings represent the amount of accumulated earnings of the Company.
Nature and purpose of other reserves Cash flow hedging reserve
The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecasted transactions, i.e., revenue, as described within Note 27. For hedging foreign currency risk, the company uses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges are effective; the change in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount recognized in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss, under Revenue from operations.
a) Term loans from bank - are secured by way of hypothecation of the vehicles financed. The loan amounts along with interest
are repayable over the period of 39 to 60 months (equal monthly instalments) from the date of sanction of loan. The interest rate on above loans are within the range of 7.90% to 9.05% per annum.
(b) The carrying amount of assets pledged as security for current and non-current borrowings are disclosed in note 3.
(c) Loan repayable on demand from bank includes working capital in the form of working capital demand loan payable on demand. Interest on Working Capital lines is in the range of of 4.92 % to 9.15%. Security: charge by way of hypothecation on the Company's trade receivables and such other movables including bills whether documentary or clean, outstanding monies, receivable both present and future, in a form and manner satisfactory to the bank.
There are no overdue amount payable to micro enterprises and small enterprises as at March 31, 2026 and March 31, 2025. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.
No trade payables are due to directors or other officers of the Company either severally or jointly with any other person. Nor any trade payable are due to firms or private companies respectively in which any director is a partner, a director or a member. Refer note 31.
(i) Leave Obligations
Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date.
(ii) Gratuity
The Company operates a scheme of gratuity which is a defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment in accordance with the provisions under the Code on Social Security, 2020 or as per the Company Scheme, as applicable. Vesting occurs upon completion of contractual period of continuous years of service as defined in the Code on Social Security, 2020. The gratuity plan is a funded plan and the Company makes contributions to recognized funds in India.
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity analyses are based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation from one another.
(iii) Defined benefit liability and employer contributions
The Company monitors the funding levels on an annual basis and the current agreed contribution rate is 12% of the basic salaries in India.
(iv) Defined contribution plans
The Company makes contribution towards Superannuation Fund, Pension Fund, Employee State Insurance Fund and Overseas Plans (related to the branches in the United States of America, Ireland, Belgium and Switzerland), being defined contribution plans for eligible employees. The Company has charged the following amount in the Statement of Profit and Loss:
(v) Defined benefit plans
Employees Provident Fund contributions are made to a Trust administered by the Company. The Company's liability is actuarially determined (using the Projected Unit Credit method) at the end of the year. Actuarial losses/ gains are recognized in the Statement of Profit and Loss in the year in which they arise. The contributions made to the trust are recognized as plan assets. The defined benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets.
Note (a) : The Company deals in number of software and hardware items whose selling price vary from item to item. In view of voluminous data information relating to major items of sales have not been disclosed in the standalone financial statements.
Note (b) : For the long term contract with customer having outcome based fee, the Company has recognised revenue using percentage completion method basis input method, considering cost incurred as measure of progress for revenue recognition. The Company recognises revenue basis its best estimate of margin over cost and has estimated variable consideration using expected value method basis the past experience of the Company with such customer and similar contracts with other customers. Refer note 5(iv)
Note (c) : During the current year, the Company has reclassified the realised hedge gain/ (loss) on settled forward contracts from 'Revenue from operations' to 'Net loss/(gain) on exchange fluctuations' in accordance with Indian Accounting standard (Ind AS) 8, 'Accounting Policies, Changes in Accounting Estimates and Errors'.
Consequent to the above change Revenue from Operations has increased by INR 195 Mn for previous year with an impact recognised under Net loss/ (gain) on exchange fluctuations.
Comparative figures have been reclassified, wherever necessary, to ensure consistency with the current year's presentation. This reclassification represents a change in presentation only and does not have any impact on the Company's profit before tax, profit after tax, total comprehensive income and retained earnings.
Payment terms
Majority of the Company's revenue involve payment terms less than one year from the date of satisfaction of performance obligation. However, in case of contracts for grant of right of use for license and long term contracts, payments are due over license/contract period. In these cases, the Company has identified that the contract contains significant financing component. Refer note 5(iv)
@Profit on sale of property, plant and equipment includes profit on consolidation of facilities amounting to Nil (March 31, 2025: INR 209 Mn).
Note (a) : During the current year, the Company has reclassified Net loss on exchange fluctuations, earlier classified as part of other income INR 50 Mn in accordance with Indian Accounting standard (Ind AS) 8, 'Accounting Policies, Changes in Accounting Estimates and Errors'.
Comparative figures have been reclassified, wherever necessary, to ensure consistency with the current year's presentation. This reclassification represents a change in presentation only and does not have any impact on the Company's profit before tax, profit after tax, total comprehensive income and retained earnings.
iv. Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue. Applying the practical expedient as given in Ind AS115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the entity's performance completed to date, typically those contracts where invoicing is on time and material basis, fixed monthly / fixed capacity basis and transaction basis. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, and adjustment for revenue that has not materialized and adjustments for currency.
The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31, 2026, other than those meeting the exclusion criteria mentioned above, is INR 89,777 Mn (Previous Year INR 118,106 Mn). These amounts are not adjusted for variable consideration allocated to remaining performance obligation, which are not probable, based on the best estimation by the Company. Out of this, the Company expects to recognize revenue of INR 15,416 Mn (Previous Year 11,365 Mn) within the next one year. This includes contracts that can be terminated for convenience without a substantive penalty since, based on current assessment, the occurrence of the same is expected to be remote.
Considering that the enactment of the Labour Codes is non-recurring in nature, the Company has presented the incremental impact as "Impact of Labour Codes" under Exceptional Item in the standalone financial statements for the year ended March 31, 2026. The Company continues to monitor developments relating to the Labour Codes and will evaluate the impact, if any, on the measurement of liabilities pertaining to employee benefits.
b) Subsequent to the reporting date, the Company completed the acquisition of 100% equity interest in Encora US Holdco, Inc. and Encora Holdings Limited (Cayman) ("Encora") on April 23, 2026, pursuant to the necessary approvals from regulatory and statutory authorities. The Company has recognised a provision of INR 573 Mn towards legal and professional expenses in connection with the proposed acquisition. Refer note 42 for more details.
All other assets and liabilities are measured at amortised cost
Level 1: The hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net asset value.
Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on Company-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
The Company's policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period. There has been no transfer during the period.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- The use of quoted market prices for similar instruments.
- Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.
- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.
27 Hedging activities and derivatives
The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a foreign currency) and the Company's net investments in foreign subsidiaries.
The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted sales.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.
At March 31, 2026, the Company hedged 65% (March 31, 2025: 75%), of its expected foreign currency sales. Those hedged sales were highly probable at the reporting date. This foreign currency risk is hedged by using foreign currency forward contracts.
The Company is holding the following foreign exchange forward contracts (highly probable forecasted sales)
Disclosure of effects of hedge accounting on financial performance
The Company has outstanding foreign exchange forward contracts with a notional amount of INR 37,482 Mn (previous year: INR 25,326 Mn ). The corresponding carrying value of these contracts amounts to INR 2,405 Mn (previous year: INR 120 Mn), which has been disclosed under current financial assets / current financial liabilities, as applicable, having a maturity period of one year.
Net foreign exchange (gain) / loss includes loss of INR 1,432 Mn and INR 193 Mn transferred from cash flow hedging reserve to the standalone statement of profit and loss on the occurrence of forecast hedging transactions for the years ended March 31, 2026 and 2025, respectively. Net foreign exchange (gain) / loss includes loss of INR 204 Mn and INR 4 Mn has been recognised in the statement of profit and loss on account of fair value hedge for the years ended March 31, 2026 and 2025, respectively.
Change in the value of hedging instrument recognised in other comprehensive income/(loss) INR (1,597 Mn) [Previous year INR (91 Mn)]
*The resultant impact on the cash flow hedge reserve for the year ended March 31, 2026 and March 31, 2025; on account of changes in the fair value has been reconciled in Note No. 11(vii).
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.
If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing.
28 Financial risk management
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. All the finances are made out of internal accruals. The Company's principal financial assets include loans, trade and other receivables, and cash and short-term deposits that derive directly from its operations. The Company also enters into derivative transactions.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The Company's senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company's senior management that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
(a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, fair value through profit and loss and derivative financial instruments.
- Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
The Company is exposed to interest rate risk on short-term floating rate debt. The borrowings of the Company are principally denominated in Indian Rupees and US dollars in floating rates of interest.
The sensitivity analysis below have been determined based on exposure to interest rates for term loans and working capital loan that have floating rate at the end of the reporting period and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period.
The year end balances are not necessarily representative of the average debt outstanding during the year. This analysis also assumes that all other variables, in particular foreign currency rates, remain constant. If the interest rates had been 50 basis points higher or lower and all the other variables were held constant, consequent effect on Company's profit in that financial year would have been as below:
(b) Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Trade Receivables
The customers of the Company are primarily corporations based in the United States of America and Europe and accordingly, trade receivables are concentrated in the respective countries. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables (including unbilled revenue) amounting to INR 32,245 Mn and INR 15,242 Mn as at March 31, 2026 and March 31, 2025, respectively and contract assets amounting to INR 1,942 Mn and INR 1,541 Mn as at March 31, 2026 and March 31, 2025, respectively. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivables. The Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate.
The Company's exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers. Exposure to customers is diversified and the Company has one customer contributing to 12% of revenue and 25% of outstanding trade receivables and contract assets and part of revenue and receivables from such customer is subject to outcome-based fee.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company's Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments
(c) Liquidity Risk
The Company's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company's corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts based on the expected cash flows.
F. Terms and Conditions
Rendering and receiving of services to/from related party
The Company has entered into contract with related party for rendering and receiving of services related to the Information Technology / Information Technology Enabled Services ("IT / ITES") at arm's length price and in the ordinary course of business. The Service Agreement requires the related party to make payment as per agreed terms of payment into the contract.
Outstanding balances of trade receivables or trade payables to holding Company, subsidiary and fellow subsidiary are unsecured, interest free and require settlement in cash. The amounts are recoverable and payable within credit period from the invoice date. For the year ended March 31, 2026, the Company has not recorded any impairment on receivables due from related parties (March 31, 2025: Nil).
Recovery for expenses
Corporate charges incurred at group level are allocated to subsidiaries on appropriate basis. The Company agrees cost plus markup price and payment terms with the related parties.
Guarantee
The Company has given corporate guarantee against loan taken by wholly owned subsidiary (”WOS"), in the year 2025-26 to finance its working capital. The loan has been utilized by subsidiary for the purpose it was obtained. The Company is entitled to recover losses from subsidiary if it needs to make any payment to bank under the guarantee arrangement. The Company receive the commission from subsidiary for providing the guarantee.The Company has given performance guarantee against contract with customer entered into by WOS. The Company have right to recover losses from WOS.
Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders.
Loan to affiliates
The loan granted to subsidiaries is intended to finance working capital. The loan is unsecured and repayable on demand. Interest is charged at 7.05% to 8.20%. The loan has been utilized for the purpose it was granted, viz., working capital. For the year ended March 31, 2026, the Company has not recorded any impairment on loans due from subsidiaries (March 31, 2025: Nil)
32 Amalgamation of Cigniti Technologies Limited
The Board of Directors of the Company at their meeting held on December 27, 2024 have considered and approved the Scheme of Amalgamation ("Scheme") of Cigniti Technologies Limited ("Cigniti" or "Transferor Company"), the subsidiary Company with Coforge Limited ("Company" or "Transferee Company"), the Parent Company. Further, the Company has received consent from the Equity shareholders, Secured Creditors, and unsecured creditors dated December 06, 2025. Post receiving these approvals the Company had filed the application on December 16, 2025 with the National Company Law Tribunal ("NCLT") for the approval of the Scheme.
On April 29, 2026 NCLT had approved the Scheme of Amalgamation ('Scheme') between the Company, Cigniti and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and the rules and regulations framed thereunder, effective from the appointed date of April 1, 2025. With effect from the appointed date and upon the Scheme becoming effective, entire business of Transferor Company including its assets, properties, rights, benefits, interests and liabilities has been transferred to and vested in the Parent Company, as a going concern.
Subsequent to year end March 31, 2026, the Company will allot 12,671,602 fully paid-up equity shares of face value INR 2 each in the ratio of 1:1 as stipulated in Scheme to the non-controlling shareholders of Cigniti.
Pursuant to this amalgamation, the unamortised deferred tax liability on intangibles amounting to INR 1,806 Mn as at March 31, 2026, initially recognised at the time of acquisition has been reversed in statement of profit and loss as Intangibles no longer remaining as permanent difference in the financial statements of the Transferee Company.
In accordance with the Scheme, the Transferee Company has given effect to amalgamation of Cigniti with the Company using the pooling of interest's method as specified by Appendix C to Ind AS 103, 'Business combination of entities under common control'.
Further, the amalgamation has been given effect from July 6, 2024 (date on which the entity became common control entity) as per the accounting principles under Ind AS laid out in the Scheme and consequently, comparative balances for the year ended March 31, 2025 have been restated in the standalone financial statements of the Company.
The accounting treatment followed by the Company is as follows:
1. All assets (except investment in subsidiary), liabilities and reserves relating to Cigniti as appearing in the consolidated financial statements of the Company have been transferred and vested in the Company and has been recorded at the carrying value.
2. The investment in subsidiary companies has been recorded at the assets less liabilities less reserves of the respective subsidiary company of Cigniti as appearing in the Consolidated financial statements of Company.
3. The amount of any intercompany balances between Transferor Company and the Transferee Company have been cancelled.
4. The surplus arising out of:
a) the book values of assets over the values of liabilities and reserves taken over on amalgamation;
b) the investment in subsidiary companies of Cigniti taken over on amalgamation;
c) face value of equity shares to be issued to the minority shareholders of Cigniti;
d) cancellation of investment in Cigniti carried in the books of Parent Company and
e) after considering adjustments for elimination of intercompany balances, is recorded as capital reserve.
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33 Contingent liabilities and contingent assets (a) Contingent liabilities
The Company has contingent liabilities in respect of:
i) Claims against the Company not acknowledged as debts:
|
|
|
| |
As at March 31, 2026
|
As at March 31, 2025
|
|
Income tax matters pending disposal by the tax authorities
|
430
|
548
|
|
Others
|
366
|
355
|
The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company's management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company's results of operations or financial condition. Further, it is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.
ii) The Company does not expect any reimbursements in respect of the above contingent liabilities.
iii) Litigation with customers
During previous year, a complaint has been filed against Coforge Inc. (Group Company) and Coforge Limited (the Company) by named plaintiffs on behalf of a putative class of similarly situated persons. The allegations in the complaint relate to a security incident experienced by one of its customer. The Company provided the customer with outsourced staffing for an employee help desk ("Service Desk"). The complaint alleges that, in the incident, a threat actor misled the Service Desk agents into resetting passwords of employee accounts that were then used by the threat actors to access and exfiltrate a copy of the customer's loyalty database of its clients ("Database"). The complaint mischaracterizes the terms of the Company's engagement by the customer, the Company's role with respect to the Database, and the responsibilities undertaken by the Company's Service Desk agents. The Company did not provide core cybersecurity threat, protection, detection, or remediation services for the customer, did not have access to or responsibility for the Database, and had no role in managing or administering it.
The Company continues to engage with its legal advisers and insurers in relation to this matter. The Company has recognised legal cost for the year ended March 31, 2026 of INR 445 Mn (March 31, 2025: Nil), as exceptional items in the standalone financial statements.
The Company continues to provide services to the Client on a regular basis with no meaningful impact on the revenues received from such Client, which do not represent a material portion of the Company's overall revenue
iv) Income tax
Claims against the Company not acknowledged as debts as on March 31, 2026 include demand from the Indian Income tax authorities on certain matters relating to Transfer pricing and availment of tax holiday and transfer pricing.
The Company is contesting these demands and the management including its tax advisors believe that its position will more likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company's financial position and results of operations.
(b) Contingent assets
The Company does not have any contingent assets as at March 31, 2026 and March 31, 2025.
34 Commitments
Capital expenditure contracted for at the end of the reporting period but not recognized as liabilities is as follows:
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As at
|
As at
|
| |
March 31, 2026
|
March 31, 2025
|
|
Property, plant and equipment
|
|
957
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36 Share-based stock payments (a) Employee option plan
The establishment of the Coforge Employee Stock Option Plan 2005 (”ESOP 2005") was approved by the shareholders at the Annual General Meeting held on May 18, 2005. The ESOP 2005 is designed to grant share-based compensation to employees of the Company and its subsidiaries who are eligible under the applicable Securities and Exchange Board of India (SEBI) regulations (excluding promoters).
As at March 31, 2025, ESOP 2005 (as amended) permitted the grant of up to 8,292,749 options of the Company, in one or more tranches. During the year, pursuant to the approval of shareholders through an ordinary resolution passed by way of postal ballot on April 17, 2025, the Company effected a share split of its existing 1 (one) equity share having a face value of INR 10 (ten) each into 5 (five) equity shares of INR 2 (two) each, fully paid-up and ranking pari passu in all respects, with effect from the record date of June 4, 2025.
Consequently, the number of options under ESOP 2005 increased by 33,170,996, resulting in the aggregate options available for grant being revised to 41,463,745.
Under the plan, participants are granted options which vest upon completion of such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.Participation in the plan is at the board's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. As per the plan each option is exercisable for one equity share of face value of INR 2 each fully paid up on payment to the Company for such shares at a price to be determined in accordance with ESOP 2005. Hence, the plan is equity settled for the Company.
39 Other Statutory Information
The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries)
or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries)
or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
40 Segment Information
As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a parent as well as the parent's separate financial statements, segment information is required only in the consolidated financial statements, accordingly no segment information is disclosed in these standalone financial statements of the Company.
41 The Company has been using accounting softwares 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 softwares, except that audit trail feature is not enabled for direct changes made at database level . Further, no instance of audit trail feature being tampered with was noted in respect of accounting softwares where the audit trail has been enabled.
Additionally, the audit trail of prior years has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.
Further, the Company uses a third-party operated SuccessFactors system for accounting for period January 2026 to March 2026; however, relevant Service Organisation Controls Reports ('SOC') were unavailable for the above audit period to determine whether there were any instances of the audit trail feature being tampered with, in respect of this accounting software where the audit trail has been enabled and whether the back-up of books of account was kept in servers physically located in India during this period
42 Events after the reporting period Acquisition of Encora:
Subsequent to the reporting date, the Company completed the acquisition of 100% equity interest in Encora US Holdco, Inc. and Encora Holdings Limited (Cayman) ("Encora") on April 23, 2026, pursuant to the necessary approvals from regulatory and statutory authorities.
The acquisition has been structured primarily through a share swap arrangement, under which the Company allotted 9,37,96,508 fully paid up equity shares of face value INR 2 each at an issue price of INR 1,815.91 per equity share, aggregating to a total consideration of INR 170,326 Mn. In addition, the Company availed a secured loan facility of USD 550 million at interest rate of 4.6% for a period of three years with six month moratorium to facilitate the acquisition and refinance the existing debt of the Encora group. The acquisition aims to position the Company as a leader in AI-driven engineering services, enhancing its data, cloud, and end-to-end IT solution capabilities.
As the acquisition was completed after the reporting period, the transaction has not been recognised in the financial statements for the year ended March 31, 2026. The Company is in the process of performing a detailed accounting assessment, including determination of the fair values of the identifiable assets acquired and liabilities assumed, purchase price allocation, and identification of intangible assets, in accordance with Ind AS 103 Business Combinations.
The acquisition represents a non adjusting event after the reporting period and has been disclosed in accordance with Ind AS 10 - Events after the Reporting Period.
The Company has recognised a provision of INR 573 Mn towards legal and professional expenses in connection with the proposed acquisition. These non-recurring transaction costs have been disclosed as exceptional item in standalone financial statements.
Amalgamation of Cigniti Technologies Limited with Company:
On April 29, 2026 NCLT had approved the Scheme of Amalgamation ('Scheme') between the Company, Cigniti Technologies Limited and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and the rules and regulations framed thereunder, effective from the appointed date of April 1, 2025. The Company has considered the same as adjusting event and has considered the effect in these financial statements. Refer note 32 for more details.
43 Mr. John Speight has been appointed as President and Executive Director for a term of up to five years with effect from 10 October 2025. Mr. Gautam Samanta has resigned as President and Executive Director w.e.f. 10 October 2025.
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