COFORGE LIMITED — Capital/Financing Update 2019

May 9, 2019

May 10, 2019

The Manager BSE Limited Corporate Relationship Department, 1'1Floor, New Trading Ring, Rotunda Building Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

The Manager National Stock Exchange of India Ltd Listing Department Exchange Plaza 5th Floor, Plot no C/1, G Block Bandra Kurla Complex Bandra {E), Mumbai - 400 051

Ref: Scrip Code: BSE- 532541; NSE- NIITTECH

Dear Sir/Madam,

This is in continuation to our intimation dated April b, :WEJ made pursuant to Kegulation j0 read with Sechdule Ill Part A Para A (5) of the Listing Regulations, whereby we had informed you that NIIT Limited {"NIIT"), holding 14,493,480 equity shares of Rs. 10 (Rupees Ten only) each of the Company, comprising 23.10% of the share capital of the Company on a fully diluted basis, Thadani Family Trust along with other entities/members of Mr. Thadani's family (the "Founder 1 Sellers") and Pawar Family Trust along with other entities/members of Mr. Pawar's family (the "Founder 2 Sellers") together holding 4,354,638 equity shares of Rs. 10 (Rupees Ten only) each aggregating to 6.94% of the share capital of the Company on a fully diluted basis, have executed Share Purchase Agreements (the "SPAs") to sell their entire stake in the Company to Hulst B.V. (the "Acquirer") at Rs. 1,394 (Rupees One Thousand Three Hundred Ninety Four only) per equity share as per the terms and conditions of the SPAs.

The aforesaid transactions by NIIT, the Founder 1 Sellers and the Founder 2 Sellers aggregating to 30.04% (of the share capital of the Company as on date on a fully diluted basis) in the Company are conditional inter a/ia upon obtaining the approval of the Competition Commission of India (the "CCI Approval") and the approval of the anti-trust authorities in Germany and the United States of America (together, the "Off Shore Anti-Trust Approvals") and the completion of other terms and conditions as mentioned in SPAs. The SPAs also contain a condition that the Acquirer shall not trade in the equity shares of the Company from date of execution of SPAs until the closing date (under the SPAs), which condition has now been waived subject to compliance with applicable laws and certain conditions included in the amendment letter. The Acquirer has also informed the Company that it has received the CCI Approval and the Off Shore Anti-Trust Approvals required to complete the transactions contemplated in the SPAs.

Kindly take the same on record and acknowledge receipt.

Thanking you,

pany Secretary & Legal Counsel

NIIT Technologles Ltd.

H-7, Sector 63, Naida - 201301, India. Tel: +91 (120) 4285000/200, Fax: +91 (120) 4285333. www.niit-tech.com Registered Office: 8, Balaji Estate, First Floor, Guru Ravidas Marg, Kalkaji, New Delhi- 110019, Tel: +91 (11) 41675000 CIN:L65993DL1992PLC048753