The Members, Your Directors are pleased to present the Thirty-first Annual Report on the business and operations of your Company along with the audited annual accounts for the financial year ended March 31,2023 (FY2023). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE OF THE COMPANY

The highlights of the performance results for the FY 2023 are as follows:

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

Operating highlights

The financial year under review has been a special one having achieved the coveted landmark of Coforge joining the US$ 1 billion revenue club. The US$ 1 billion revenue milestone has been achieved by Company's relentless focus on its areas of expertise in the chosen verticals. Company's investments in building capability in the areas such as cloud computing, digital services, low-code and no-code applications, AI and so on helped fortify these areas of expertise in the chosen verticals. This was also a year when we laid the foundation for our growth journey towards the next milestone of US$ 2 billion in revenue through significant investments and initiatives to materially enhance firm's leadership, capabilities, and execution prowess.

We continued overhauling top leadership to include executives who have seen large-scale operations and expanding its reach across key verticals, service lines and selected geographies to set foundation for the next leg of growth.

The Company's intense focus on execution led to robust deal signing with the total executable order book for the next 12 months at a record US$ 869 million, an increase of 20.7% on a year-on-year basis. The total order intake through the year stood at US$ 1.3 billion registering an increase of 9.9% on a year-on-year basis. Winning regular large deals has been one of the Company's hallmarks for its sustained growth. During the FY 2023, Coforge signed 11 large deals across its focused verticals and breadth of capabilities. This included two large deals of US$ 50 million TCV, one each in BFS and Insurance space. The Company also signed 5 large deals of US$ 30 million plus TCV contracts during the year.

The continued growth momentum was coupled with retaining company's vibrant and conducive work culture. The Company believes in continuously raising the bar and being an employer of choice; a testimonial to this being Coforge certified as both ‘Great Place to Work' and ‘Best Workplaces for Women India', second year in a row. During fiscal year 2023, Coforge was also recognized among India's Best Workplaces in IT & IT-BPM 2022 - Top 50. These external accolades in the employee engagement were reflected in the Company's attrition (LTM) number, which stood at 14.1% as of 31st March 2023 as compared to 17.7% 31^st March 2022. Coforge's attrition rate continues to be the best among the IT industry.

Financial highlights

On a consolidated basis, revenues increased 24.6% to Rs. 80,146 million in FY 2023 from Rs 64,320 million in FY2022. The growth was led by BFS vertical which grew 47.0% in constant currency (‘cc') terms in FY23 and contributed 30.7% to the total revenues. The TTH vertical grew 21.5% in cc terms and contributed 19.1% of the total revenues. The Insurance vertical saw a decline of 3.7% in cc terms and contributed 22.6% of the total revenues. Other verticals collectively grew 23.1% year-on-year in cc terms and they represented 27.5% of the overall revenues.

For the full year FY23, Company's gross margin increased by 55 bps to 32.5% and Company has significantly invested in the front end leadership and capability enhancements throughout the year. EBITDA (before ESOP costs) increased by 21.5% during the year and stands at Rs. 14,649 million, translating into margin of 18.3% for the year. EBIT increased by 29.1% and stands at Rs. 11,468 million, resulting in margin of 14.3%, an improvement of 50 bps over the previous year.

The net profits (after minority interest) and excluding one-offs for the year increased by 22.7% and stood at Rs. 8,117 million, implying a net margin of 10.1%. The effective tax rate (excluding one-offs) for the year stood at 20.4% as against 17.0% in the previous year.

During the financial year, we added net 724 people to our headcount. Total headcount of the firm stood at 23,224, at the end of FY23. The firm added 480 fresh graduates from college in Fiscal 2023.

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

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

Consolidated financial statements

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

Return of surplus funds to Shareholders (Dividend)

During the FY23, we continuously followed the practice of returning of surplus cash available with the Company to the shareholders and based on the Company's performance, the Directors have declared four interim dividends, of INR 64 per equity share involving a cash outflow of INR 390.60 crores aggregating during the year.

Transfer to Reserves

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

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

There have been no material changes and commitments affecting the financial position of the Company subsequent to the close of the Financial Year to which Financial Statements relate and the date of the Report.

COMPANIES ACT DISCLOSURES & CORPORATE GOVERNANCEAnnual Return

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

Since the Company has a website the Annual return is uploaded on the website of the Company and the web link for the same is https://www.coforge.com/investors/statutory-disclosures

Directors

The Company has appointed Ms. Mary Beth Boucher (DIN: 09595668) as Additional Director (Woman - Non Executive

Independent Director) w.e.f. May 07, 2022. The current composition of the Board of the Company is as under:

Company at https://25186482.fs1.hubspotusercontent-eu1. net/hubfs/25186482/Familarization-Programme-Independent-Directors.pdf Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities. The terms and conditions of the appointment of Non-Executive Directors are placed on the website of the Company at www.coforge.com

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has the following Directors/ employees as Whole-time Key Managerial Personnel as on March 31,2023:

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

b) Mr. Ajay Kalra - Chief Financial Officer

c) Ms. Barkha Sharma - Company Secretary

Changes in the status of KMPs during the year:

There was no change in the status of the KMPs during the FY 2022-23.

Number of meetings of the Board

The Board of Directors of the Company met 7 (Seven) times in the FY 2022-23. The details pertaining to the Board Meetings and attendance are provided in the Corporate Governance Report. The intervening gap between two Board Meetings was within the period prescribed under Companies Act, 2013 and SEBI Listing Obligations & Disclosure Regulations, 2015 as amended. The details of the attendance and other relevant details are provided in the Corporate Governance Report.

Directors’ Responsibility Statement

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

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

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

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

g. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Company's internal financial controls were adequate and effective during FY 2023

Deposits from Public

The Company has not accepted any Deposits under Chapter V of the Companies Act, 2013 during the year and hence no amount of principal or interest was outstanding on the date of the Balance Sheet.

Insolvency & Bankruptcy Code, 2016

There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which impacts the business of the Company.

Difference in amount of valuations, if any

There were no instances where your Company required the valuation for one time settlement or while taking any loan from the Banks or Financial Institutions.

Share Capitala) Issue of equity shares with differential rights or sweat equity shares

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

b) Issue of Employee Stock Options

During the year, the Company issued 1,73,928 (One Lakh Seventy Three Thousand Nine Hundred Twenty Eight) Equity shares on the exercise of stock options under the Employee Stock Option Scheme of the Company (ESOP 2005). Consequently, the issued, subscribed and Paid-up Equity Capital increased to Rs.61,08,70,800 as at March 31, 2023 pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014. The grant-wise details of the Employee Stock Option Scheme are partially provided in the Notes to Accounts of the Financial Statement in the Annual Report and a comprehensive

note on the same forms part of the Board Report, which is available on the website of the Company (www.coforge. com/investors).

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

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

d) Buy-back of equity shares of the Company

The Company has not bought back any shares during the year.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders' Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

Audit Committee

The Audit Committee of the Company is constituted as per Section 177 of the Companies Act, 2013 & Regulation 18 of the SEBI Listing Obligations and Disclosure Regulation, 2015 as amended, and it consists of all Independent Directors. The details of the attendance in the meetings and other details are provided in the Corporate Governance Report. The Audit Committee of the Board comprises of the following members:

1. Mr. Ashwani Kumar Puri - Chairperson

2. Mr. Basab Pradhan

3. Ms. Mary Beth Boucher*

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

The company also conducts pre-meetings of Audit Committee Chairman with management officials including CFO/Internal Auditors/Statutory Auditors respectively before the quarterly meetings for his review and comments to incorporate the same.

Note:

*Ms. Mary Beth Boucher was appointed as member w.e.f. May 07, 2022.

Nomination and Remuneration Committee

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

1. Ms. Mary Beth Boucher - Chairperson of the Committee*

2. Mr. Basab Pradhan

3. Mr. Hari Gopalakrishnan Note:

*Ms. Mary Beth Boucher was appointed as member and Chairperson of the Committee w.e.f. May 07, 2022.

The details of the attendance in the meetings, terms of reference and other relevant details are disclosed under the Corporate Governance Report of the Company. During the year, the Nomination and Remuneration Committee also passed the circular resolutions on May 14, 2022, July 24, 2022, September 20, 2022, December 02, 2022 and January 14, 2023.

Stakeholders’ Relationship Committee

In terms of provisions of section 178 of the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Regulations), 2015, the Company has reconstituted Stakeholders' Relationship Committee during the year. The Committee is headed by a Non-Executive Director Mr. Kirti Ram Hariharan and consists of Mr. Basab Pradhan and Mr. Patrick John Cordes as members of the Committee. Ms. Barkha Sharma Company Secretary is also is Secretary for Stakeholders' Relationship Committee meeting

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

Corporate Social Responsibility (CSR) Committee

In terms of provisions of the Companies Act, 2013 & Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has a CSR Committee which formulates and recommends to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, as per Schedule VII to the Companies Act, 2013, recommending the amount of expenditure to be incurred and

monitoring the expenditure and activities undertaken under the CSR Policy of the Company. Details pertaining to the number of meetings of the Committee held during the year and terms of reference, functioning and scope are given in the Corporate Governance Report in detail in terms of the requirements under SEBI Listing Regulation, 2015 as amended. The constitution of the CSR Committee is as follows:

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

2. Mr. Hari Gopalakrishnan

3. Mr. Ashwani Kumar Puri

4. Mr. Kenneth Tuck Kuen Cheong

Coforge- Corporate Social Responsibility FY23

CSR programs at Coforge Group are driven by care, compassion, and commitment. We are catalysts in transforming lives through our social initiatives. As a socially responsible corporate, we acknowledge our responsibility to enable growth and development of communities and to positively impact the environment. We have been earnestly trying to make a difference to thousands of lives through our interventions in the areas of education & employability, rural development, livelihood enhancement, animal welfare,

environment conservation and sustainability.

Our Focus: At Coforge, we are committed to identifying and supporting programs aimed at:

A )Education, Skill development and Employability: Education is a major catalyst for societal transformation. To bridge the educational equity gap, we help marginalised populations gain access to holistic, high-quality education and improve their skills for employability. Our programmes assist students in breaking free from the constraints of their socioeconomic background and realise their full potential. We have a solid programme in place, in collaboration with our NGO Partners, to assist the education of over 47300 children across the country. This includes not only funding for their schooling, but also teaching them life skills necessary for survival.

1. Udayan Care

We collaborate with Udayan Care to help marginalized girls continue their education. The Udayan Shalini project focuses on girls' education so that they can lead a better life. Additionally, our

started their small-scale businesses and increased income by more than 400% on average. The support of school fees helped students to stay in the mainstream of education.350 people from Kolhapur benefited from the entrepreneurship training program sponsored by us.

Coforge assisted 200 people with disabilities and their families (1400) in becoming self-actualizing, respected human beings and socially equal partners. We assist them by holding screening and evaluation camps for appropriate assistive devices at the block level. 20 wheelchairs and 40 mobility aids such as callipers, walkers, crutches have been distributed, and children and parents have received instruction in their proper use and maintenance.

5. Sparsha

Coforge supported Covid affected families by sponsoring school fees, counselling, guiding to obtain schemes for social entitlements in coordination with SPARSHA TRUST. As a result, 32% of children scored more than 60% potential dropout children have continued their education, family income has increased, children started participating in various activities that shows increase in confidence. Coforge employees also volunteered to celebrate New Year with kids.

8. Vidyadaan Sahayak Mandal

Supporting needy students to their higher education in streams like engineering, medical, nursing, and teaching. The NGO partner hand holds them by providing individual counselling and mentoring for overall development. Through this intervention, we are supporting 145 students.

6. Ashagram

In coordination with Ashagram, Coforge supports 103 disabled children. These neglected young adults were alienated by families and society. Through our grant, they can sustain and live their life with dignity. We are sponsoring their medical

9. Kriti

Coforge supports Project Shiksha at Hyderabad in coordination with Kriti organisation. They work with 4 Government primary schools for capacity building of teachers, setting up the computer labs and other infrastructure. Robotics workshops with over 1000 children across 10 government high schools are also conducted. This program trains all the children on robotics and teaches the children 21 different activities in a one-day workshop. Further, interested children are included in a science club and given advanced kits so that they can develop their interest. These children are given monitoring support to encourage a real interest and understanding of the principals of robotics.

7. Lend a Hand-Skill development

In coordination with Lend a Hand, Coforge supports underprivileged youth in developing skills such as communication, networking, problem-solving, creative thinking, digital skills, teamwork. This project further helps personal development of 540 lives.

11. Community Library with RURAL EDUCATION AND DEVELOPMENT (READ) INDIA

As a service to the community, Coforge is setting up a state-of-the-art public library on 12000 sq ft area, in sector 59 Noida. This is the first time a corporate has stepped forward to set up a community library providing free access to high quality resources. On identifying the need, Coforge planned this immaculate contribution to the city of Noida. All communities and marginalized sections will be welcome to access resources in

the library.This library promises to be an outstanding example of a sustainable library which houses a repository of books across

identification of diseased crops and developing low-cost smart crop monitoring systems. Coforge Lab has been leveraged extensively by students pursuing AI / ML studies to develop solutions listed above for the betterment of the society. Reached over 6000 students to enrich their knowledge

genres and multifarious notable authors. This knowledge hub would undoubtedly benefit the community.

B.Environment Conservation, Sustainability and Livelihood generation:

Every drop contributes to make an ocean, and every contribution towards the environment is valuable. To ensure that the global agenda of climate change and sustainability is driven in even the remotest areas, we at Coforge support multiple projects. We also focus on strengthening rural and urban areas by improving environmental, health care, women empowerment, infrastructure development, drinking water, sanitation, sustainable livelihood, animal welfare and organic farming.

1. BAIF (Bharatiya Agro Industries Foundation)

The objective of this project was integrated livelihood approach for enhanced income and food security of villagers. With a view to increasing farmers' income multiple interventions were planned. This included promoting commercial vegetable cultivation through Hi-tech and trellis system of vegetable cultivation. This resulted in improving crop productivity. Breeding services for crossbreeding and methods to increase fodder availability were followed. Outreach :4584 villagers

Trellis and Hi-tech vegetable plots

2. Swayamsiddha:

This project focuses on improved agricultural practices &promotion of sustainable livelihoods. The NGO helps to distribute seeds and fruit saplings. They also advise on goat rearing and poultry as means of livelihood. Capacity building sessions, exposure visits, skill & entrepreneurship training are undertaken for villagers. The approach of the project is of comprehensive village development. Outreach: 5416 villagers

4. SAFE (Social Action for Forest and Environment)

Mini Biodiversity Parks (urban forestation) With a view to adding green cover in Noida and Ghaziabad,we are contributing to creating mini biodiversity parks at 2 locations. Under these projects two indigenous fruit bearing forest trails in Noida have been designed and developed that would eventually serve as a ‘green lung’. This would also help in improving air quality in neighbouring localities and serve as an educational tool for young students. This includes plantation of 40000 trees and maintenance, land levelling & preparation, and rejuvenation of ponds in the middle of the parks. This is Coforge’ s contribution to the city of its operations.

would also help in installing cloth bag vending machines to reduce use of plastic. The implementing partner would also mobilise transport vehicles for waste segregation and collection. Sessions would be planned for awareness generation. This project would impact a population of 44000.

6. Jnanprabodhini (Swadhar project)

We work with Jnaprabodhini organisation in Pasali valley, Pune for holistic rural development. The outreach is 7293 villagers. Our efforts included promoting organic farming for soil nourishment and reduction in usage of chemical fertilisers by 11,500 kgs. Fuel efficient stoves are promoted to reduce deforestation and pollution. We also hold interventions for improving women’s health. Livelihood generation activities such as goat rearing, helped to increase average income of farmers by 40%.

7. Animal Welfare

Supporting over 1500 animals across 3 locations. The NGO partners( Voice of street dogs, Kannan animal welfare, People for animals ) help to arrange food, shelter,and medical assistance for stray animals.

Risk Management Committee

The Committee comprises of the following Directors:

1. Mr. Basab Pradhan (Chairperson)

2. Mr. Hari Gopalakrishnan

3. Mr. Sudhir Singh

The Internal Auditor is invited to the Committee meetings & the Company Secretary of the Company is the Secretary to the Committee. The terms of reference of the Committee are provided under the Corporate Governance Report of the Company. All the Directors are invited for all the Meetings who are not serving members of the RMC.

POLICIES OF THE COMPANYNomination & Remuneration Policy

Pursuant to the provisions Section 178(3) of the Companies Act, 2013, the Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection nomination and / or appointment of Senior Management including Directors of the Company and their remuneration. The Policy has been revised by the Board of Directors during the year in terms of the amendments in the SEBI Listing Obligations & Disclosure Requirements Regulations 2015 as amended, The detailed Policy is stated in the Corporate Governance Report.

Vigil mechanism/Whistle Blower Policy

In view of the requirement as stipulated by Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board & its power) Rules, 2014 and Corporate Governance under SEBI Listing Obligations & Disclosure Regulations, 2015 as amended, the Company has complied with all the applicable provisions and has adopted a Whistle Blower Policy duly approved by the Audit Committee to report concerns about unethical behaviour, actual & suspected frauds, or violation of Company's Code of Conduct and Ethics. The policy is hosted on the website of the Company.

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

Policy for Determining Material Subsidiaries

The Policy for determining the material subsidiaries of the Company is in terms of the amendments in the SEBI Listing Obligations & Disclosure Regulations, 2015. The said Policy is available on the Website of the Company at https://www.coforge. com/

Risk Management Policy

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

Dividend Distribution Policy

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

Code of Conduct

The Company Code of Conduct is available on the website of the Company at https://www.coforge.com/. The Chief Executive Officer of the Company has given a declaration that the Directors and Senior Management of the Company have complied with the Code of Conduct during the year 2022-23.

Code on Prevention of Insider Trading

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

In compliance to the SEBI PIT Regulations, the Company has a robust Code of Conduct to prohibit and monitor insider trading in the Company, which is strictly followed within the Company and the reporting is done to the Audit Committee/Board at regular intervals. The company adopted a stringent penalty framework for any violations. Training programs were also conducted

to spread awareness and self-assessment test. Further, the Company is working rigorously on the effective compliance of SEBI PIT Regulations with all the amendments being discussed and their implementation within stipulated time period. Pursuant to the provision of Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 read with SEBI Circular issued in this regard and in view of Coforge Code of Conduct to regulate, monitor and report trading by designated persons (“Coforge PIT Code”), the Company has put in place a Structured Digital Database System and quarterly Compliance Certificates as required under the Regulations duly issued by Company Secretary/Ranjeet Pandey and Associates - Practicing Company Secretary firm after their review and assessment were submitted to Stock Exchanges.

Code of Fair Disclosure

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

PERFORMANCE EVALUATION

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

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

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

However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the

Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary and the said annexure is also open for inspection at the Registered Office of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTIONConservation of energy and environment-friendly initiatives

Environmental sustainability aims to improve the quality of human life without putting unnecessary strain on the earth's supporting ecosystems. The sense of environment sustainability shares the responsibility to conserve natural resources and protect global ecosystems to support health and wellbeing, now and in the future. It's about creating an equilibrium between consumerist human culture and the living world. We can do this by living in a way that doesn't waste or unnecessarily deplete natural resources. An ‘unsustainable situation' occurs when natural resources is used up faster than it can be replenished.

We at Coforge Limited always strive to improve our environmental performance continuously to improve upon our carbon footprint performance and contribute our bit towards environment we participated in the annual flower shows and winning the same for fifth years in a row. At Greater Noida the company is having a lush green 25 acres campus comprising of a “Valley of Flowers”, Herbal Garden and Fruit Garden. We also encourage our employees and clients for tree plantation activity in the nearby villages and forest area.

As a major initiative for the resource consumption in the campus, we have adopted the sensor based water taps for water dispensing and lighting system. To reduce the fresh water consumption, wastewater being recycled with the onsite available water treatment system and is being utilized for low-end uses, i.e. Horticulture, Flushing etc. The employee transport fleet has been converted from diesel/ petrol to CNG, which is a cleaner fuel and significantly reduced the company's carbon footprint. The roof top area of the offices are being utilized for the solar energy generation, which contributes to reduction of carbon foot print of organization, along with that the management has also working toward getting a solar based energy connection of 4 MW to power the campus facilities. This would be a leap to meet the global standards and join the sustainability crusade.

As a part of green initiative, as well as to improve upon the energy consumption pattern we have migrated from LPG connection to PNG Connection aiding us save 10-15 % on our energy consumption requirement and also helped us improve our carbon footprint and minimize hazards associated with the use of gas cylinders.

Coforge offices are single use plastic free zones and plastic waste generation is limited to the packaging material, the same

is being disposed thorough authorized recyclers. Food and horticulture waste material is being process in house for manure production, which is utilized further in horticulture. E- waste material generated from the campus is being disposed only through government authorized recycler in environment friendly manner.

Coforge Greater Noida campus got recertified with LEED Green Building Platinum standards for operation and maintenance from US Green Building Council. Same is being projected for other location offices.

At Coforge we don't leave a chance to showcase our environment commitment, like every year this year also we participated in Noida Floriculture competition conducted by Noida Authority and stood first in the competition fifth year in a row.

Coforge is certified with Environment Health & Safety Management System (EHSMS) in agreement of the i.e. ISO 45001:2018 and ISO 14001:2015 standards. To ensure the effectiveness of the standards, the management system undergoes though periodic internal and external surveillance audits.

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

Technology absorption and R&D (Research & Development)

Coforge is a client centric and growth obsessed organization, focusing on providing holistic and integrated solutions that are Desirable (Strategic Design), Viable (Domain Consulting) and Feasible (Enterprise Architecture) to our clients globally.

Our GTM and Integrated solution approach to solve client problems leverages a 4-tiered approach:

• Strategy Tier: The overarching strategy for the enterprise is chalked out at the cusp of Domain Consulting Strategic Design Enterprise Architecture. We co-work with our clients in a strategic partnership to define their long-term transformation roadmap.

• Technical Capabilities Tier: To realize the transformative roadmap we leverage our horizontal technical capabilities as end-to-end Value Streams. Our Technical capabilities span across: User Experience, Process Journeys, High Velocity Engineering, AI & Analytics and Packaged Applications.

• Product Engineering Capabilities Tier: To realize Platforms and Products, we leverage new ways of working and iteratively implement them with a business aligned IT operating model, Product Management, Full Stack Developers, DevSecOps, Quality Engineering, based fully

stacked agile teams that focus on modern/cloud based technologies.

• Cloud Hyper-scaler & Security Capabilities Tier:

Infrastructure is built on Agile, Nimble and Reliable design principles that have built in security capabilities.

We always strive to be at the forefront of emerging technologies and use the same for realising Business Value for our clients. Our Innovation mindset, Design Thinking methodology and focus on Emerging Technologies and Patterns help us use these technologies to gain disproportionate value for the business.

Amongst others, following are the key technologies and horizontal capabilities that Coforge has used effectively during FY23:

Generative AI: Burgeoning technology area, has garnered significant interest among our clients. Over the past year, we have been at the forefront of evangelizing Generative AI and have implemented use cases for BFS, Insurance, Travel, Hospitality and Healthcare verticals. By working closely with Microsoft for Azure OpenAI platform, a renowned leader in this space, we have implemented innovative use cases.

Metaverse: Emerging technology area, has sparked significant interest among our clients. Over the past year, we developed various use cases in areas such as virtual bank branches, travel desks, contact-centre, employee onboarding, training, and Digital Humans, among others. We also organized our annual two-day Technology Conference in the Metaverse, allowing hundreds of Coforge personnel to remotely participate in the conference. Our partners for Metaverse include Microsoft, Virbela, Gesture Research, Pointr, and others. Our efforts in the Metaverse space have been recognized by HFS Research, which has identified Coforge as an Enterprise Innovator in their Horizons 2023 -Metaverse Services research report.

Blockchain & Web3: These technologies have matured now and new & better use cases are emerging. Coforge has been actively participating in this arena with partners like Hedera and AWS. Innovative solutions have been developed for our clients including for Belgium based Insuretech startup and Swirlds labs. Our product for Invoice discounting marketplace has garnered much interest from the market.

Composable Architecture: Has emerged as an effective solution to address the challenges of enabling seamless and consistent experience across multiple touchpoints and channels while delivering at accelerated pace. We have created reference architecture and frameworks to support Composable Architecture for Banks. By leveraging micro frontends and composable architecture, banks can empower product squads to work independently in parallel to develop micro apps. These apps get composed seamless to provide the users a modern cross-channel experience. We are already implementing this

with a UK bank and have consulted with a middle east bank to take a composable architecture approach in their multi-year program to modernize their corporate portal.

Hyper-scalar Alignment & Investments: We have placed our big bets on realizing at improved velocity the Journey to Cloud for our clients and have made deep investments in aligning our operating model to AWS, Azure and GCP dedicated hyperscalers structure with integrated solutions cutting across Infra Apps Data. We lead with Cloud maturity assessment, define the disposition strategy using R-Lane analysis and create a business plan based on the Cloud economics and its associated benefits

Strategic Design and Marketing: We are building strategic partnerships in this space and co-work with our partners to take human centred approach to solving client problems. Our differentiated approach includes: interviewing stakeholders, conducting ethnographic research, identifying personas, building customer journeys and realizing MarTech and Commerce implementation and rollouts.

Cybersecurity and Compliance: We focus towards information security and ensure we are in line with modern day IT and cyber security challenges. Coforge has made significant addition to its cyber security preparedness by integrating third-party Threat Intelligence Services. We now leverage advanced services including Dark Web and Deep Web Monitoring, Attack Surface Management, Brand Protection, and Cyber Threat Intelligence for safety and privacy of our information assets. We have integrated IBM QRadar SIEM platform for automated event and log monitoring of compute and network devices in our network. The platform has also been integrated with other security platforms in use at Coforge, giving our 24x7 dedicated Cyber Intelligence Centre team a unified way of assessing threats and a high level of automation towards accurately identifying and reporting for quick remediation. We have achieved advanced compliance certifications like SOC2 Type 2 HIPAA, in addition to ISO27001, across the firm. Demonstrating the maturity of our Business Continuity Planning, we have also achieved BCMS 22301:2019 certification for our Greater Noida, Bengaluru, Pune, and Kolhapur centres. Some of the notable new initiatives planned this year are, Enterprise-wide Privileged Access Management, to ensure controlled, monitored and Just-in-Time access for privileged accounts; and advanced technologies for Automated Detection and Autonomous Response to fast spreading threats like Ransomware. We are also focusing on Zero trust security framework that has been gaining popularity among organizations globally as a proactive approach to cybersecurity for data protection and governance that focuses on maximize the business value of customers data while maximizing security and reducing compliance risks. Over the past 1 year Coforge has helped multiple customers in their journey to achieve zero trust security implementation.

Digital: Consumer expectations are evolving at an unprecedented pace, this is creating more demand than ever before for powering meaningful Digital Experiences, Products and Services to increase Consumer Delight. To solve for this, we at Digital are focused on creating Business Value by powering Consumer Solutions at Speed and Scale. As a part of our Digital Value Proposition, we focus on the below areas: Innovating Businesses, Elevating Experiences, Contextualizing Actions, Digitalizing Processes, Modernizing Systems, Connecting Enterprises and Productizing Solutions. In order to bring the above Digital Value Proposition to live, we have meaningfully organized our Digital organization into 4 Practices to drive specific capabilities: 1) Interactive Services: All Experience related capabilities are housed in Interactive Services Practice. Innovating Businesses and Elevating Experiences part of the Digital Value Proposition is aligned to this Practice. 2) Product Engineering: All Modernize related capabilities are housed in Product Engineering Practice. Modernizing Systems and Productizing Solutions part of the Digital Value Proposition is aligned to this Practice. 3) Connected Enterprise: All Responsive related capabilities are housed in Connected Enterprise Practice. Modernizing Systems and Connecting Enterprise part of the Digital Value Proposition is aligned to this Practice. 4) Intelligent Automation: All Optimize related capabilities are housed in Intelligent Automation Practice. Contextualizing Actions and Digitalizing Processes part of the Digital Value Proposition is aligned to this Practice.

Salesforce: We help enterprises build stronger, more valuable relationships with customers and partners across all engagement channels. We combine our deep industry / domain expertise with the senior mix of Salesforce technical and functional experts that is required to implement complex Sales, Service and Marketing transformations. We have worked on multi-pronged strategy creation for our clients to reengineer legacy infrastructure through digitization into a modern state-of-the art platforms. Keeping the cloud architecture vision in focus, Coforge's solution focus on abstracting data from mainframes through core APIs and serverless technology on the cloud. DynamicCustomer Journey Orchestration solutions are developed for Mortgage Lending and Underwriting on Salesforce Financial Services Cloud and Service Cloud leveraging various Salesforce technologies including Lightning Web Component (LWC), OmniStudio and Salesforce Flow technologies. This reusable journey orchestration solution can be easily configured for Personal Loans, Auto Loans and Credit cards. Based on specific customer needs, we have developed several reusable frameworks to include: 1) Loan origination customer journey orchestration which can be applied to Consumer, Credit Card, Mortgages and other types of loan products. 2) Insurance industry Broker Management, to understand and manage the profitability of activities of a large Broker network. 3) Customer Service Disruption Management for the travel industry.

MuleSoft: We help remove data silos and create a seamlessly

connected ecosystem that allows instant access to information and drives new, data-driven insights. Seamless customer experiences require companies to create a fully connected ecosystem, where data is continuously collected, analyzed and transformed to serve the needs of the entire value chain. The need is not only for a point-to-point integration but a multi-point to multi-point cross connect systems. Unlocking data from legacy and/or business critical applications (leveraging out-of-the-box connectors from MuleSoft), connecting to legacy applications (such as files, queueing, databases etc.) and SaaS-based applications (such as workday, SAP, Service Now etc.) and surfacing data from these disparate applications into granular micro-services (alias System APIs), along with functionality (such as data transformation / data aggregation / data orchestration) embedded within Process APIs (across lines of business) helps in building an API economy and thereby monetizing those APIs to deliver business outcomes quickly, with reduced operational overheads. Our proprietary Mule 4 - Migration as a Service (M4-MaaS) helpsaccelerate migration from Mule v3.x to Mule v4.x at a rapid pace and at a fraction of a cost. Our migration accelerator was vetted by MuleSoft product team as well and today Coforge along with MuleSoft have a combined Go-To-Market migration strategy to drive customers moving towards Mule 4 and to take advantage of all the enhanced features. Another key value add to talk about is our proprietary Retail Framework. Coforge has a huge presence within the retail sector and what we understood from our experience working with our customers is that there is a lot of commonality in terms of the digital initiatives that all our customers think about (such as single view of inventory, 360 degree customer view, omni channel initiatives etc.). Coforge's Retail Framework helps in accelerating and delivering projects faster, as we leverage prebuilt data models and customize them as required for our customers.

Data & Analytics: We support our clients across 4 main areas helping them: 1) Modernize: Big Data, Cloud Data and Data Management services help customers modernize data ecosystems (such as cloud data migration to AWS, Azure and GCP). 2) Monetize: Business Analytics innovations leveraging latest analytics technology platforms (e.g. Snowflake, Databricks, Power BI, Celonis, Denodo, Dataiku) to help customers implement data analytics and data science use cases for actionable insights. This also contains pre-built frameworks and algorithms to accelerate data science development (e.g. Credit and Financial Crime Risk or Marketing decisioning). 3) Manage: Consulting frameworks and templates to create and implement data and Analytics strategy and to drive awareness and adherence (e.g., data governance policies and procedures, predictive model review /validation as per OCC guideline). 4) Cognize: Cognitive AI solutions for text & document mining, creating knowledge graphs, Advanced analytics on Audio, Images and Videos to derive insights (e.g. advanced analytics algorithms for image, text, video classification).

Interqual Connect Asset on Pega Marketplace facilitating clinical information intake and workflow for Pega Care Management clients, ARC Asset (Authorizations Rule Center) for managing prior authorization rules in multiple systems (demo capable mid-May). It also has architected disruptive platform for next generation provider office technology solution.

Appian & Low Code No Code:

• Hyper automation powered by AI: Coforge has effectively used the Hyper automation capabilities of Appian like RPA, AI, Unified Workflows and IDP to modernize and automate elaborate workflows in traditionally manual processes. Our industry specific solution accelerators created for Insurance, Finance, Public Services and Travel have gained significant interest because of the end-to-end AI led automation leveraging the amazon.ai capability embedded in Appian.

Using low code no code intelligent process automation and API based routing, Coforge designed a trade management application for crypto brokerage enabling brokers, to access real time market data, place trades and monitor portfolio performance in real time. In this solution, Coforge integrated Tradius system to initiate the orders.

• Smart citizen central service using low code no code:

Coforge has designed a smart citizen central service for public legal aid application, on the Appian low code no code platform embedding NLP & chatbot for automating citizen query responses, prompt report statuses and ongoing intelligent workflow.

ServiceNow CoE: We have a dedicated ServiceNow CoE with 200 ServiceNow Consultants having experience of 50 implementations across Fortune 500 customers supporting 65,000 fulfiller licenses with over 1 million configuration items/assets in complex environments comprising of multiple integrations. ServiceNow CoE delivers ServiceNow Consulting services, Implementation & Integration Services and Managed Services and have developed accelerators such as LicenseWise (track & optimize ServiceNow Licenses), One-Click Translator (for translating knowledge articles, notifications, catalogue in language of choice), GuardRailNow (Health Scan utility to check configuration issues and recommend fixes). We are Elite Segment Partner for US, UK and India region and has been identified as Rising Star in ISG Provider Lens™ (IPL) Quadrant study on “ServiceNow Ecosystem Partners 2023 ISG Provider

lens™ Study”

Cloud & Infrastructure Management Services (CIMS): We

run business-critical systems and operations for our global customers while ensuring security and scalability across public, private and hybrid clouds. We help clients reimagine and modernize their IT infrastructure strategy towards a flexible cloud environment that delivers fast and efficient business value while delivering superior digital workplace experience for their employees. Our service offerings span across Cloud, DevOps & Automation, Data Centre, Network, Cybersecurity, Digital Workplace Services, and IT Ops Management.

Business Process Solutions (BPS): The BPS unit leads with a digital-first approach, deep domain expertise, led by experienced consultative practitioners - to deliver value in our 3 E model - enhance customer experience, improve business effectiveness and increase efficiency. Our domain expertise covers industry specific solutions like Banking, Cards, Mortgage, Financial Services, Insurance, Travel and Hospitality and crossindustry solutions. The services we offer leverage leading technology platforms and also point solutions with our tools like Copasys, a patented QA automation software to drive digitized processes in a platform plus services model. This is what leads to our core strategy of “Digital First, Digital Now” as we approach solving some of our customers' compelling business problems built on over 20 years of experience with 6,500 BPS experts delivering work from centers across USA, India & Philippines.

Quality Engineering: We provide Quality Engineering & Testing services using an automation-first approach to drive software and application quality. Our Quality Engineering services -enabled by 2,400 passionate Quality Engineering experts -are designed to inject speed, quality, productivity, and intelligent insights across the SDLC. Whether customers want to accelerate time to market, reduce costs, or transform their testing function and workforce, Coforge Quality Engineering has the right skills, capabilities, and accelerators to help them succeed. Our suite of frameworks and accelerators leverage AI for self-healing and autonomous automation. We offer services around: QE Transformation, Test Lifecycle Automation, Business Assurance, Digital Assurance, and Enterprise Application & Product testing.

Foreign Exchange Earnings and Outgo (Rs. Million)

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

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

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

The Company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen controls.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2023, the Company has subsidiaries in the United States of America, United Kingdom, Germany, India, Singapore, Thailand, Australia, Dubai, Spain, Poland, Netherlands, Romania, Sweden, Malaysia and Japan

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

The Company has not acquired any company directly during the year. However, two new step down subsidiary companies were incorporated:- Coforge Solution Pvt. Ltd., India - Coforge Japan GK, Japan

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

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

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

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

The Company has not given any loan to any person and any other body corporate. The Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013 by the Company, have been disclosed in the financial statements

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

Particulars of Contracts or arrangements with Related Parties

The Related Party Transaction Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee. The Board has the Policy in line with the recent amendments in SEBI Listing Regulations and is uploaded on the website of the Company at https://25186482. fs1.hubspotusercontent-eu1.net/hubfs/25186482/policy-on-related-party-transactions-new.pdf

A Statement of all related party transactions is presented before the Audit Committee on a quarterly basis and prior/ omnibus approval is also obtained for the entire year, specifying the nature, value and terms and conditions of the transactions. None of the transactions with the related parties fall under the scope of Section 188 (1) of the Companies Act, 2013. Details of Related Party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2 in Annexure - D.

Management’s Discussion and Analysis Report

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

Business Responsibility and Sustainability Report

The SEBI (Listing Regulations), 2015, read with SEBI Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 has prescribed the format for the Business Responsibility and Sustainability Reporting (BRSR) in respect of reporting on ESG (Environment, Social and Governance) parameters by listed entities mandates the inclusion of Business Responsibility and Sustainability Report (‘BRSR') for top 1000 listed companies based on market capitalization as on March 31, 2023. In compliance with the same the Company has formulated Business Responsibility and Sustainability Reporting Initiatives, Policy, and Framework at its Board Meeting held on April 27, 2023. The BRSR Report for the Financial Year ended March 31, 2023 has been enclosed with this Report.

Corporate Governance

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

Compliance with applicable Secretarial Standards

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

AUDITORS & AUDITORS’ REPORT/CERTIFICATE

a. Statutory Audit:

M/s S R Batliboi & Associates LLP (FRN 101049W/ E300004) have carried out Statutory Audit under the provisions of section 139 of the Companies Act, 2013 for the financial year 2022-23. The Report given by Auditors forms part of this Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

b. Secretarial Audit:

During the year, the Board of Directors of the Company appointed Mr. Ranjeet Pandey (Membership No.5922) of M/s Ranjeet Pandey & Associates, Company Secretaries (CP No.-6087), in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed thereunder, for the Financial Year 2022-23. The Secretarial Audit Report for the financial year ended 31^st March 2023 was considered by the Board in its meeting held on April 27, 2023 and the said Report given by Secretarial Auditors is annexed to this Report as Annexure-E. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

c. Internal Auditors:

The Board on the recommendation of Audit Committee had appointed M/s KPMG Assurance and Consulting Services LLP, Limited Liability Partnership, Firm Registration Number: AAT- 0367 as its Internal Auditors of the Company. The Internal Auditors report to the Chairman of the Audit Committee.

The Internal Audit teams monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on their reports, the corrective actions in respective areas are taken to strengthen the controls. There are no significant audit observations made by Internal Auditors.

d. Auditors Certificate on Corporate Governance:

As required by SEBI (Listing Regulations), 2015, the Auditor's Certificate on Corporate Governance is provided within the Corporate Governance Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

e. Cost audit & records:

Section 148 of the Companies Act, 2013 is not applicable on the Company. Therefore, cost audit has not been conducted for the financial year 2022-23 and records are not maintained.

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

HUMAN RESOURCE INITIATIVES

Nurturing a positive corporate culture is integral to our business and it reflects in our phenomenal growth. Guided by our vision ‘Engage with the Emerging', we have been delivering best-inclass solutions using new-age technologies, and our mission ‘Transform at the Intersect' has cemented our position as an expert in focused industry verticals.

We follow through 4E strategy for curating a holistic employee experience, which entails - Examining the pulse of the organization

on an ongoing basis, taking actions around Engagement, Education through robust learning and development initiatives, and Encouragement for meaningful interactions with our people. The outcomes of these interventions are visible through our key people indicators like retention, EES Scores and external recognitions.

As an organization, that over the years has lived by the belief ‘Coforge is People’, & thanks to all our collective efforts, we were able to emerge stronger - stay the course of our growth story, continue to deliver value to our customers, and remain focused on nurturing our culture.

Elements of our strategy have been listed below:Examine

We at Coforge use various tools to assess and monitor the pulse of our employees. My Voice, Annual Employee Engagement Survey (EES) is our most comprehensive tool that focuses on key areas like professional growth, work-life balance, training, teamwork, commitment index, and so on.

Similar to last year, Coforge participated in Great Place to Work (GPTW) survey. We got certified as both Great Place to Work and Best Workplaces for Women India, second year in a row. This year, Coforge was also recognized among India's Best Workplaces in IT & IT-BPM 2022 - Top 50.

Engagement

Keeping our employees engaged continues to be our top focus and priority. We're proud to say that we've been able to keep our employees engaged through a framework that revolves around several aspects.

The various Leadership and HR connect sessions and Townhalls we have had with our employees on a periodic basis has kept the fuel burning and kept everyone engaged with the growth the organization is witnessing. The appreciation through our regular Inspire Awards, Spot Awards and Gratitude Month activities has kept the spirits of all our employees very high. The various fun activities that have happened at various junctures when we celebrated big events like Coforge Day or Diwali/Holiday party has been assimilated by employees in a beautifully positive an inexplicable manner. Such engagements have gone a long way in keeping our employee base motivated.

Celebration of festivals is another such activity that brings the entire employee base together. Small quiz sessions with gifts as takeaways have gone a long way in bringing some fun elements along with the commitment that every employee brings in terms of their contribution to the organization.

Regular HR Leadership connect sessions with the new joiners is another such event that has garnered a lot of acceptance amongst our fresh hires and has gone a long way in establishing

the trust that is needed for a win-win situation for the employee and the organization.

Several technical and non-technical learning opportunities were also created for our employees to help them upskill themselves and grow within the organization.

Overall, the year was filled with a number of touchpoints with every employee starting from fun to learning and growing within the organization, the culmination of which was the employee satisfaction survey where we scored very similar to what we had scored the previous year. Our employees are equally satisfied and even more committed to the journey of Coforge! Winning the Bronze Award for Excellence in Employee Retention Strategy by Economic Times Human Capital Awards is a testimony to these practices and efforts.

Education through Capability Development

A systematic approach to the Learning and Development (L&D) of employees is vital for any organization. At Coforge, we are focused on building people's capabilities to create a future-ready workforce that contributes to achieving business goals of the organization. We offer an immersive, agile & global learning solution with diversified learning methodologies which include cutting-edge content & hybrid methodology of learning. With our one-of-a-kind learning framework and future-facing approach, we integrate technology seamlessly into our holistic learning strategy & solutions cutting across technical, domain, functional skills and human skills.

Annual Training Snapshot

Leadership & Behavioural Training

An agile learning ecosystem skilling the firm for the future and to create impactful learning solutions catering to all leadership, sales, behavioral & human skills capability development'. We have designed an experiential and impact-driven approach for developing employees, team leaders, and managers to learn, practice, and implement behaviour change and related attitudes further enhancing personal efficiency and performance.

In the LEAD canvas, we have created a holistic set of solutions:

- Virtual Instructor Led Learnings

- Anytime Anywhere Solutions

- Learning from the Experts

- Sales Capability Build

- Providing them an opportunity to interact and engage with them

- Creating an informal cohort network for you to leverage in your Coforge journey

LEAD Learning Catalogue

LEAD is working towards strengthening a learning culture at Coforge to:

- Align learning to org and global employee needs.

- Create a continuous learning experience through multiple learning avenues.

- Strengthen L&D presence across the globe.

- Acknowledge & recognize learning & learners - build learnability.

- Showcase & report-out progress & impact stories.

Apart from our open calendar offerings, here are few high impact solutions delivered in FY 23:

1. LPODs (LEAD Programs on Demand): Delivered ~ 25 customized blended solutions addressing business-specific learning needs across verticals, geos, service lines & functions.

2. Senior Leaders New Hire Assimilation Program: This program is aimed at helping the new leaders in:

- Gaining a deeper understanding of the firm, our priorities and key business drivers

- Better navigating the organisational matrix by meeting the Coforge leadership

3. Promoting usage of GlobeSmart: A platform which provides an effective, user-friendly intuitive global learning experience to approach intercultural differences in a meaningful way. It advances inclusion, increases collaboration, builds interpersonal relationships and eliminates boundaries with peers, customers & stakeholders for organizations to succeed globally.

4. Building LEAD presence globally: Open calendar programs catering to all time zones. Focussed Anytime Anywhere solutions to bridge the learning gaps by leveraging platform like Percipio. Designed contextually relevant programs for the global audience. Engaging with global business leaders via panel discussions, fireside chats.

5. Launched ELEVATE - Navigating Leadership Transitions: A global structured 3- month long learning journey for all our middle managers that aims at building the mindsets and skillsets for role effectiveness and is curated around three focus areas - Managing self, Manging teams & stakeholders and Building business alignment. Consultative approach with business leaders, identified 6 leadership competencies for people leaders. This is a blended learning journey leveraging vILT' s, self-paced & leaders masterclasses.

6. Continued rigour & focus on compliance trainings.

Technical/ Functional / Domain Training & Certification through iEnable

iEnable is one-stop solution for all technical, functional, and domain learning solutions for the firm ensuring our employees' skills stay contextually relevant and they always have the edge!

In alignment to the deep-rooted legacy of training, we have a dedicated training team that partners with the business to design & deliver learning solutions for different roles across the organization for employees across the globe to upskill & crossskills employees including:

• New Joiners

• Existing Staff Members

• Professional Accreditation through relevant Certifications

As learning culture is critical for keeping up with workplace

transformation, it is imperative to give the employees opportunities

to up skills and tools they need to thrive in a remote environment.

Mentioned below are few aspects:

1. Ensuring availability of learning opportunities outside of formal company trainings to employees by alliances with multiple external enterprise learning partners

2. Executives and Leaders involvement to contribute

and support learning at work by strategizing and initiating learning and capability enhancement drives

3. Capability Enhancement/ Upskilling through Service Line Training: Multiple planned learning interventions are facilitated by the Horizontal contributors of the Organisation the Service Line COC's like - QE, Data & Analytics, Digital, AI, Software Engineer, CIMS, Sales Force, Mulesoft, and Pega & Appian to build capability. Through these training we focus on upskilling technical employees- on niche technologies, domain and client specific requirement - it enables the organization to beat the competition and achieve strategic goals. Upskilling

4. Quarterly Training Calendar for Laterals PACE (Pro Active Capability Enhancement) specially curated Calendar in collaboration with Horizontals to build focused & efficient Learning & Development plan

- Upskill/Cross-skill on the market-ready technologies relevant to the Clients for existing Laterals deployed to various projects/ accounts

- Continued support as per the projection from RDG for new hired Campus Graduates Boot Camp / GET Training

- Pool Upskilling to continually keep a robust pipeline to meet the emerging requirements

5. Building Professional Credibility around Azure, AWS, GCP, SAFe Agile, Scrum, POPM and Pega Appian - 2204 professionally certified workforce - as on31 March in FY'23, to enhance capabilities and create a future-ready workforce.

- Training Certification to enhance capability through certifications like Azure, Salesforce, AWS, ISTQB

- Participation in specially designed Microsoft Future Ready Champions of Code Certification & CLOUD Certification Drive with 112 certified workforce out of 660 SM participation.

6. Partnership For Success

- Leveraging the Learning Partner Portals like Percipio, Microsoft ESI, AWS, GCP, AWS, AIT, LOMA, ISTQB, Unqork, Appian , ITIL, Mule Soft, Focus on Force, Trailhead to access the free Training & Certification programs available

a. Ensuring availability of learning opportunities outside of

formal company training to employees by alliances with multiple external enterprise learning partners in alignment with our stakeholders request like - Decisions Portal, Respective D&A technology portals & Thought Machine

b. Adoption of Percipio - the intelligent enterprise Learning Platform - providing a culture of continuous self-learning thus enabling team Coforge to stay abreast of the emerging technologies. With an increase in the adoption trend

c. Through Percipio we also offer specialized Aspire Learning Journeys- are Role-based training across key in-demand career paths from Data Scientists to AI Developers to CloudOps Architects to SecOps Engineers. From a Data Analyst working with Excel to a Data Scientist utilizing best practices with Python. Aspire Journey helps to accelerate skill development

7. Domain Training

Dedicated Domain specific, self-paced learning programs across Verticals for continual improvement through Learning Portals like Percipio and Udemy

• Insurance Domain: Basics of Insurance Level -1 Training for all employees mapped with INS BU

• TTH Level 1 Domain Training ongoing embellishing Learning Academy

• BFS Domain Training: AWS Cloud Journey Learning for Santander employees

• Specific Trainings led by Instructors/Practitioners to cater to individual development needs mapping to the respective Verticals/Horizontals

• External Experts for Deep Dive discussions from renowned organizations like, Percipio Microsoft etc. together and created Lounges for discussion and query resolution.

Co-Build with HBU’s to meet the Upskilling & Reskilling Needs of the Organization, L&D Team in Collaboration with HBUs, have set up various Academies to empower employees in leveling up their skills. Technical Training team at Coforge (iEnable) launched PACE [Pro -Active Capability Enhancement] - A specially crafted training calendar comprising the latest technologies to meet the skill build agenda in collaboration with respective HBU's

8. Functional Competency Building and supporting with relevant learning offerings

- Upgrading Functional knowledge to enhance skills workforce can manage work more efficiently and effectively like ITIL - 230, SAFe, Agile PMP - 483

- Launch of PM Upskilling Series for existing/aspiring Project Managers - 1196, with 11 Sessions delivered on the right use of knowledge, processes and tools.

9. Global Reach for Onsite & Offshore SMs

- Plan Upskilling and real-Time Learning Opportunities across the Globe to Learn and Grow

- to ensure that iEnable team offers an eco-system through blended learning modes to cater to ever evolving business requirements and skill build by facilitating Training session in different time zones through instructor and accessing online portals, to build capabilities in the right place at the right time

10. Program on Demand

- Tailor made Training programs basis the requirements shared by verticals to achieve the desired expertise eg Santander, HSBC, Sabre, Aflac.

- Special Focus drive on Pool upskilling picked up, delivering both exclusive & mixed batches like SL Focused - SQL/Data Warehousing, Data bricks, Snowflake and Client requested - Microstrategy, Snowflake,

- A focused - JAVA FSD which was a Proactive JAVA FSD Upskilling in Collaboration with Digital HBU - Building capabilitiesJAVA Full stack and DotNet through pilot batches planned org. wide as on Ongoing continual Java capability interventions for resource pool and laterals.

11. Campaign for Lateral Hire - L&D Induction - GROWTH HUB! - Point of Contact for various Development Needs, to enhance and align their capability, to meet the business & client expectation. We have had a participation and coverage of more than 87% for the identified 3363 SMs and have a projection to continue for lateral hires we continue to grow.

12. Utilizing Gamified & Social Media Platforms

- Encourage regular social learning opportunities through Communities on Yammer, iShare & as chat channels on MS Teams - Teams dedicated to the specific training, as learning from peers is an essential tool to increasing skill proficiency

- Engaging Learners through Gamified platforms like Kahoot IT & Mentimeter for knowledge retention

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

Encouragement:

We at Coforge believe in creating a culture of appreciation, encouraging and rewarding excellence, and promoting innovation at the workplace. We have Annual awards, ongoing Inspire awards, and awards for innovation.

• Annual Awards: Every year, an array of Annual awards are given to recognize our employees, to encourage and motivate them. The annual structure of our awards is as below:

Global Leadership Awards (GLA) is awarded to people in leadership cadre who have significantly impacted the organization growth through strategic initiatives, and the winners of this award are sponsored to an Executive Management Program at the prestigious Harvard Business School.

CEO's Club of Achievers (CCA) is the second most coveted and prestigious award at Coforge. The recipients have the flexibility & opportunity to choose what they believe is the best way to utilize the reward that comes with this prestigious CEO's Club of Achievers - leverage to enroll in a learning course of choice, sign up for certification in an area of interest or spend some quality time with their families.

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

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

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

My Voice - Employee Engagement Survey 2023

In order to get useful insights into engagement levels and employee satisfaction, the Company conducts an annual Employee Satisfaction Survey - My Voice, the findings of which enable it to make improvements in its workplace environment. My Voice - EES for FY22 showed measurable progress over last year's results.

• As per FY23 My Voice EES, the highest-rated drivers of engagement are Basic Needs (90%), Teamwork (89%), Manager Support (83%), and Company Brand & Image (85%)

• Top rated areas are:

o My job is important for my Business Unit / Organization to achieve its goals (94%)

o My team is committed to doing quality work (94 %)

o I am aware of what my goals are and what I am expected to do (93%)

The above results are indicative of our approach of We Care through differentiated employee benefits globally, EAP, Covid support, We Engage with our employees and their families effectively, through virtual engagement activities, induction programs, celebrations, We Grow through learning avenues provided, career opportunities, We Innovate with our culture of Innovation as a service offering, We Contribute to society with our CSR initiatives, environment sustainability, We Connect with our employees through virtual and physical modes, and We Inspire continuously via our Rewards and Recognition programs, inspiring campaigns, quarterly & Annual RnR, etc.

Diversity, Equity & Inclusion

Diversity is our Strength; Equity is what we Value & Inclusion is our Commitment.

At Coforge, we understand that supporting diversity, equity, and inclusion practices is not only the right thing to do; it is the right thing to do for the business. Our mission is to make diversity, equity, and inclusion our way of doing business. Coforge strives to create and foster a supportive and understanding environment in which all individuals realize their true potential regardless of their differences; and where everyone can feel a sense of belonging.

Our DEI motto is “Bring Your True Self to Work” which enables us to be our true selves and be active allies to each other fostering this open culture of inclusion. Being certified for 2nd year in a row as both a Great Place to Work® and Top 100 India's Best Workplaces for Women (Large) is a testimony to the all-inclusive culture we foster and take pride.

Below is the snapshot of the DEI initiatives performing under each pillar.

21. Coforge was recognized as one of the 10 Most Promising Best Tech Companies To Work For 2023 by Silicon India Magazine

22. The Floriculture Society Noida awarded Coforge with the first prize in the Corporate Garden category at the Noida Flower Show Garden competition in 2023.

23. Coforge cricket team was the runner-up at the 10th edition of the Hero Pro Corporate League Cricket Tournament, held at the PCL Sports Complex in Noida, also known as the World Cup of Corporates.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Basab Pradhan Chairman DIN: 00892181

Place: California, USA April 27, 2023