COFORGE LIMITED — Capital/Financing Update 2024

Nov 20, 2024

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November 20, 2024

The Manager, Department of Corporate Services BSE Limited

Floor 25, P.J. Towers, Dalal Street, Mumbai – 400 001 BSE Scrip code: 532541 Equity ISIN: INE591G01017 Non-Convertible Bond ISIN: INE591G08012

The General Manager, Department of Corporate Services National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra, Mumbai – 400 051 NSE Scrip code: COFORGE

Dear Sir/Madam,

Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended ("SEBI Listing " – – Regulations ) update on Acquisition of Cigniti Technologies Limited Open Offer.

Pursuant to Regulation 30 and other applicable provisions of the SEBI Listing Regulations and in continuation to our announcement dated May 2, 2024 related to entering into share purchase agreements with the promoters and select public shareholders of Cigniti Technologies Limited (“ Cigniti ”) dated May 2, 2024 (“ Share Purchase Agreements ”) and trigger of an Open Offer pursuant to execution of such Share Purchase Agreements and in furtherance to our announcements dated July 5, 2024 related to acquisition of equity shares of Cigniti pursuant to the Share Purchase Agreements, we had informed that the Company has achieved the initial closing in the aforesaid transaction by acquiring 7,639,492 equity shares aggregating to 27.98% of paid up share capital of Cigniti.

We would like to further inform that the Open Offer has concluded and 12,81,239 equity shares (aggregating to 4.69% of paid-up share capital of Cigniti) have been tendered by certain public shareholders, out of which 12,80,374 equity shares have been credited to the Company’s demat account and 865 equity shares are in the process of being credited for which consideration is already paid by the Company. Pursuant to this, the Company’s aggregate shareholding is 89,20,731 equity shares aggregating to 32.68% of the total paid-up share capital of Cigniti.

Further the details required under Regulation 30 of SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023 are enclosed as Annexure A.

This is for the information of the Exchanges and the Members.

Thanking You, Yours Faithfully,

For Coforge Limited

BARKHA Digitally signed by BARKHA SHARMA SHARMA Date: 2024.11.20 11:31:19 +05'30' Barkha Sharma Company Secretary ACS: 24060

Encl: as above

Coforge Limited Registered office: www.coforge.com Special Economic Zone, Plot No. TZ-2& 2A 8, Balaji Estate, Third Floor, Guru Ravi Das Marg Secretarial@coforge.com Sector - Tech Zone, Greater Noida (UP) - 201308, India Kalkaji, New Delhi -110019, India T: +91 120 4592300 | F: +91 120 4592 301 T: +91 11 41029 297 CIN: L72100DL1992PLC048753L72100DL1992PLC048753

CIN: L72100DL1992PLC048753L72100DL1992PLC048753

Annexure A

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S. No.	Particulars	Details
1.	Name of the target entity, details in brief such as size, turnover etc.	Name: Cigniti Technologies Limited Other details: The turnover of the Target Company for FY 2023-24 is INR 814.47 crore and profit after tax is INR 94.79 crore.
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	Coforge held 27.98% in the target entity before the Open Offer. The transaction was done at arm’s length.
3.	Industry to which the entity being acquired belongs;	The entity being acquired belongs to the Information Technology/ Information Technology enabled services industry.
4.	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);	The purchase was made pursuant to a mandatory open offer under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation,2011.
5.	Brief details of any governmental or regulatory approvals required for the acquisition;	N.A.
6.	Indicative time period for completion of the acquisition;	Expected completion by Q3 of FY25 subject to completion of the closing action items under the Purchase Agreement.
7.	Consideration - whether cash consideration or share swap or any other form and details of the same;	The purchase has been made by way of cash.
8.	Cost of acquisition and/or the price at which the shares are acquired;	INR 1,415.00.
9.	Percentage of shareholding / control acquired and / or number of shares acquired;	12,81,239 equity shares (aggregating to 4.69% of paid-up share capital of Cigniti) have been tendered by certain public shareholders, out of which 12,80,374 equity shares have been credited to our demat account and 865 equity shares are in the process of being credited for which consideration is already paid by the Company.

Coforge Limited Registered office: www.coforge.com Special Economic Zone, Plot No. TZ-2& 2A 8, Balaji Estate, Third Floor, Guru Ravi Das Marg Secretarial@coforge.com Sector - Tech Zone, Greater Noida (UP) - 201308, India Kalkaji, New Delhi -110019, India T: +91 120 4592300 | F: +91 120 4592 301 T: +91 11 41029 297 CIN: L72100DL1992PLC048753L72100DL1992PLC048753

CIN: L72100DL1992PLC048753L72100DL1992PLC048753

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10. Brief background about the entity The Target Company i.e. Cigniti acquired in terms of products/line of Technologies Limited is a company whose business acquired, date of incorporation, equity shares are listed on BSE Limited and history of last 3 years turnover, country in National Stock Exchange of India Limited and which the acquired entity has presence is primarily engaged in the business of Quality and any other significant information (in and Digital engineering services across USA, brief). UK, Australia, Canada, Czech Repulic, South Africa and Singapore with delivery centre in India. The target entity was incorporated on September 3, 1998 and has its registered office in Telangana. The Turnover of Target Company for FY 22, 23 and 24 is INR 469.46 crore, INR 709.99 crore and INR 814.47 crore, respectively.

Coforge Limited Registered office: www.coforge.com Special Economic Zone, Plot No. TZ-2& 2A 8, Balaji Estate, Third Floor, Guru Ravi Das Marg Secretarial@coforge.com Sector - Tech Zone, Greater Noida (UP) - 201308, India Kalkaji, New Delhi -110019, India T: +91 120 4592300 | F: +91 120 4592 301 T: +91 11 41029 297 CIN: L72100DL1992PLC048753L72100DL1992PLC048753

CIN: L72100DL1992PLC048753L72100DL1992PLC048753