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COFORGE LIMITED M&A Activity 2024

May 2, 2024

61761_rns_2024-05-03_709dbefb-3692-4c60-b407-800f399c9c22.pdf

M&A Activity

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May 02, 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"): Public Announcement

Pursuant to Regulation 30 and other applicable provisions of the SEBI Listing Regulations and our announcement dated May 2, 2024, it is hereby informed that the Company has made a mandatory open offer to the public shareholders of Cigniti Technologies Limited (" Target Company ”) pursuant to Regulation 3(1) read with Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time (“ Open Offer ”) and the Company has issued the public announcement to the public shareholders of the Target Company. A copy of the public announcement is attached as Annexure 1 for your reference.

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: 2024.05.03 00:32:21 +05'30'

Barkha Sharma Company Secretary ACS: 24060

Encl: as above

Coforge Limited Special Economic Zone, Plot No. TZ-2& 2A Sector - Tech Zone, Greater Noida (UP) - 201308, India T: +91 120 4592300 | F: +91 120 4592 301

Registered office: 8, Balajl Estate, Third Floor, Guru Ravi Das Marg Kalkaji, New Delhi -110019, India T: +91 11 41029 297| F: +91 11 2641 4900

www.coforge.com

CIN: L72100DL1992PLC048753

PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF CIGNITI TECHNOLOGIES LIMITED UNDER REGULATIONS 3(1) AND 4 READ WITH REGULATION 13(1) AND REGULATION 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO

Open offer for acquisition of up to 71,62,210 fully paid-up equity shares of face value of INR 10 each (“Equity Shares”), representing 26.00% of the Expanded Voting Share Capital ( as defined below ) of Cigniti Technologies Limited (“Target Company”) from the Public Shareholders ( defined below ) of the Target Company by Coforge Limited ( “ Acquirer ” ) and Coforge Pte. Ltd. (“PAC”) acting as a person acting in concert with the Acquirer, with an intention to acquire control of the Target Company, pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“Takeover Regulations”) (“Offer” / “Open Offer”).

This public announcement (“ Public Announcement ” / “ PA ”) is being issued by IIFL Securities Limited, the manager to the Offer (“ Manager to the Offer ”), for and on behalf of the Acquirer and the PAC to the Public Shareholders pursuant to and in compliance with Regulations 3(1) and 4, read with other applicable regulations of the Takeover Regulations.

For the purpose of this Public Announcement, the following terms have the meanings assigned to them below:

  • (1) “ Equity Shares ” shall mean the fully paid-up equity shares of face value of INR 10 (Rupees ten only) each of the Target Company;

  • (2) “ Expanded Voting Share Capital ” means the total voting equity share capital of the Target Company on a fully diluted basis expected as of the 10th (Tenth) working day from the closure of the Tendering Period for the Offer, as detailed below;

Sr. No.
Particulars		 No. of Equity Shares
A Current Paid-up Share Capital 2,73,00,084
B Vested ESOPs 2,46,875
C Expanded Voting Share Capital as of the 10thworking day from the closure of the tendering period (A+B) 2,75,46,959

  • (3) “ Public Shareholders ” mean all the equity shareholders of the Target Company excluding (i) the Acquirer and PAC; (ii) parties to the SPAs ( defined below ); and (iii) the persons deemed to be acting in concert with the persons set out in (i) and (ii);

  • (4) “ Working Day ” means any working day of the Securities and Exchange Board of India; and

  • (5) “ Tendering Period ” has the meaning ascribed to it under the Takeover Regulations.

1

1. Offer Details

  • 1.1 Offer Size: The Acquirer and PAC hereby makes this Offer to the Public Shareholders of the Target Company to acquire up to 71,62,210 Equity Shares ( “ Offer Shares ” ) , constituting 26.00% of the Expanded Voting Share Capital of the Target Company, subject to the terms and conditions mentioned in this Public Announcement, the detailed public statement (“ DPS ”), the letter of offer (“ LoF ”) and any corrigendum thereto, if any, to be issued in relation to the Offer in accordance with the Takeover Regulations.

  • 1.2 Price / Consideration: The Offer is being made at a price of INR 1,415/- per Equity Share (“ Offer Price ”) determined in accordance with Regulation 8(2) of the Takeover Regulations. Assuming full acceptance of the Offer, the total consideration payable by the Acquirer or PAC in accordance with the Takeover Regulations will be INR 10,13,45,27,150/-.

  • 1.3 Mode of Payment (cash/ security): The Offer Price will be paid in cash by the Acquirer or the PAC in accordance with Regulation 9(1)(a) of the Takeover Regulations.

  • 1.4 Type of Offer (Triggered offer, voluntary offer/competing offer, etc.): Triggered Offer. This Offer is a mandatory offer made by the Acquirer and the PAC in terms of Regulations 3(1) and 4 of the Takeover Regulations pursuant to the execution of the SPAs ( defined below ). This Offer is not subject to any minimum level of acceptance.

2. Transaction which has triggered the Open Offer obligations (Underlying Transaction)

Details of underlying transaction

Type of
Transaction
(direct/indirect)
Mode of Transaction
(Agreement/Allotment/Market
Purchase)
Shares/Voting rights
acquired/proposed to be
acquired
Total
Consideration
for shares/
Voting rights
acquired (INR)
Mode of
payment
(Cash/securities)
Regulation
which has
triggered
Number
% vis a vis
total
equity/voting
rights

2

Direct Agreement – The Acquirer has 1,38,30,091 50.66% of the 50.66% of the INR 1,415/- per INR 1,415/- per Cash Regulations Regulations
entered into (i) a Share Purchase Equity Paid Up share aggregating 3(1) and 4
Agreement dated May 2, 2024, Shares# Share Capital to INR of the
inter-alia
with
the
Target		 and 50.21% 19,56,95,78,765/- Takeover
Company,
Mr.
Chakkilam		 of the #. Regulations
Venkata
Subramanyam,
Mr.		 Expanded
Chakkilam Srikanth, Rajeswari Voting Share
Chakkilam, Pennam Sudhakar Capital#
and Sapna Pennam to acquire
89,45,295
Equity
Shares,
constituting 32.77% of the paid
up share capital of the Target
Company as on the date of this
Public Announcement (“Paid
Up Share Capital”) and 32.47%
of the Expanded Voting Share
Capital (“SPA 1”); and (ii) a
Share Purchase Agreement dated
May 2, 2024, with certain public
shareholders (the details of
which are set out in paragraph 4
below) to acquire 48,84,796,
constituting 17.89% of the Paid
Up Share Capital and 17.73% of
the Expanded Voting Share
Capital (“SPA 2” and together
with SPA 1, the “SPAs”)

Under the SPAs, the Acquirer has agreed to acquire 1,38,30,091 Equity Shares constituting 50.66% of the Paid Up Share Capital and 50.21% of the Expanded Voting Share Capital. However, if the shareholding of the Acquirer exceeds 54% of the Paid Up Share Capital of the Target Company after the completion of the Open Offer, then (i) the total number of Equity Shares to be acquired by the Acquirer under the SPA 1 shall stand reduced such that the total shareholding of the Acquirer along with the PAC after the completion of the acquisition under the SPAs along with the Open Offer does not exceed 54% of the Paid Up Share Capital and 53.52% of the Expanded Voting Share Capital.

3

3. Acquirer and PAC

Details
Acquirer
PAC
Total
Name of Acquirer and
PAC
Coforge Limited
Coforge Pte. Ltd.
Not
Applicable
Registered Address
8, Balaji Estate, Third Floor, Guru Ravidas Marg,
Kalkaji, New Delhi, Delhi, 110019
31 Kaki Bukit Road 3, #05-08 Techlink,
Singapore 417818
Not
Applicable
Name(s) of persons in
control/promoters
of
Acquirer / PAC, where
Acquirer / PAC is a
company.
The Acquirer is a public limited company and has its
equity shares listed on BSE Limited and National Stock
Exchange of India Limited. The entire shareholding of
the Acquirer is held by public shareholders.
The Acquirer owns 100% of the share capital
of the PAC.
Not
Applicable
Name of the group, if any,
to which the Acquirer /
PAC belongs.
Not Applicable
Not Applicable
Not
Applicable
Pre-transaction
shareholding
Number
% of the Expanded Voting
Share Capital.
Nil
Nil
Nil
Proposed
shareholding
after the acquisition of
shares which triggered the
Open Offer (excluding the
shares acquired under the
Open Offer)
1,38,30,091 Equity Shares representing 50.66% of the Paid-up Share Capital and 50.21% of the
Expanded Voting Share Capital.
1,38,30,091
Equity
Shares
representing
50.66%
of
the Paid-up
Share
Capital
50.21%
of
the

4

Details Acquirer PAC Total
Expanded
Voting
Share
Capital#.
Any other interest in the None None Not
Target Company. Applicable

Under the SPAs, the Acquirer has agreed to acquire 1,38,30,091 Equity Shares constituting 50.66% of the Paid Up Share Capital and 50.21% of the Expanded Voting Share Capital. However, if the shareholding of the Acquirer exceeds 54% of the total share capital of the Target Company after the completion of the Open Offer, then (i) the total number of Equity Shares to be acquired by the Acquirer under the SPA 1 shall stand reduced such that the total shareholding of the Acquirer along with the PAC after the completion of the acquisition under the SPAs along with the Open Offer does not exceed 54%. of the Paid Up Share Capital and 53.52% of the Expanded Voting Share Capital.

4. Details of the selling shareholders

Sr. Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders
No. Part of Pre-transaction Post-transaction#
Name promoter
group (Yes/
No)
No. of
shares		 % of total
share
capital		 % of
Expanded
Voting Share
Capital		 No. of
shares
% of
total
share
capital		 % of
Expanded
Voting Share
Capital
1. Chakkilam Venkata Subramanyam
Yes		 27,98,427 10.25% 10.16% - - -
2. Rajeswari Chakkilam
Yes		 86,849 0.32% 0.32% - - -
3. Chakkilam Srikanth
Yes		 25,00,000 9.16% 9.08% - - -
4. Pennam Sudhakar
Yes		 1,127 Negligible Negligible - - -
5. Sapna Pennam
Yes		 35,58,892 13.04% 12.92% - - -
6. Kukunuru Madhava Lakshmi No 15,49,954 5.68% 5.63% - - -
7. Kukunuru Kumar Bapuji No 3,13,549 1.15% 1.14% - - -
8. Abhishek Kedia No 12,438 0.05% 0.05% - - -
9. Sushil Lahoti No 1,50,000 0.55% 0.54% - - -
10. Shashi Lahoti No 1,35,000 0.49% 0.49% - - -
11. Naresh Agarwal Aayush Agarwal No 69,500 0.25% 0.25% - - -

5

Sr. Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders
No. Part of Pre-transaction Post-transaction#
Name promoter
group (Yes/
No)
No. of
shares		 % of total
share
capital		 % of
Expanded
Voting Share
Capital		 No. of
shares
% of
total
share
capital		 % of
Expanded
Voting Share
Capital
12. Naresh Agarwal Aayush Agarwal HUF No 10,055 0.04% 0.04% - - -
13. Naresh Kumar Agarwal No 12,000 0.04% 0.04% - - -
14. Vinod Kumar Bangad No 23,220 0.09% 0.08% - - -
15. Vinod Kumar Bangad HUF No 7,146 0.03% 0.03% - - -
16. Vinodkumar Bangad No 64,020 0.23% 0.23% - - -
17. Kunal Jajodia No 59,100 0.22% 0.21% - - -
18. Prity Agarwal No 57,034 0.21% 0.21% - - -
19. Akshat Jajodia No 53,723 0.20% 0.20% - - -
20. Rajesh Partani No 40,060 0.15% 0.15% - - -
21. Soumya Lahoti No 18,000 0.07% 0.07% - - -
22. Sushil Lahoti (HUF) No 17,000 0.06% 0.06% - - -
23. Kiran Kumari Lahoti No 17,000 0.06% 0.06% - - -
24. Nandkishore Partani No 62,008 0.23% 0.23% - - -
25. Kavita Kedia No 23,479 0.09% 0.09% - - -
26. Ankita Jajodia No 17,715 0.06% 0.06% - - -
27. Mansi Partani No 15,255 0.06% 0.06% - - -
28. Namrata Partani No 15,403 0.06% 0.06% - - -
29. Ganga Devi Loya No 10,057 0.04% 0.04% - - -
30. Shubham Bangad No 23,971 0.09% 0.09% - - -
31. Shobha Bangad No 19,186 0.07% 0.07% - - -
32. Ankita Bangad No 11,155 0.04% 0.04% - - -
33. Naval Kishore Loya No 34,270 0.13% 0.12% - - -
34. Pavankumar Vijayawargiya No 92,513 0.34% 0.34% - - -
35. Rajesh Devji Karani (HUF) No 87,300 0.32% 0.32% - - -
36. Ravi Devji Karani (HUF) No 84,505 0.31% 0.31% - - -
37. Seema Vijaywargiya No 40,413 0.15% 0.15% - - -
38. Kirthi Vijayawargiya No 34,666 0.13% 0.13% - - -
39. Aditya Vijaywargiya No 34,339 0.13% 0.12% - - -
40. Pooja Vijayawargiya No 31,893 0.12% 0.12% - - -
41. Samita Vijayawargiya No 19,148 0.07% 0.07% - - -

6

Sr. Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders
No. Part of Pre-transaction Post-transaction#
Name promoter
group (Yes/
No)
No. of
shares		 % of total
share
capital		 % of
Expanded
Voting Share
Capital		 No. of
shares
% of
total
share
capital		 % of
Expanded
Voting Share
Capital
42. Sunita Vijaywargiya No 26,565 0.10% 0.10% - - -
43. Pravinchandra Meghji Karani No 20,103 0.07% 0.07% - - -
44. Pravinchandra Meghji Karani HUF No 27,484 0.10% 0.10% - - -
45. Chandanben Pravinchandra Karani No 23,047 0.08% 0.08% - - -
46. Roopal H Karani No 13,000 0.05% 0.05% - - -
47. Sravan Kumar Vijaywargi No 21,261 0.08% 0.08% - - -
48. Swarnima Vijaivergiya No 15,485 0.06% 0.06% - - -
49. Pavan Kumar Vijayawargiya Huf No 15,362 0.06% 0.06% - - -
50. Bhavini Nilesh Karani No 12,075 0.04% 0.04% - - -
51. Sonal Ravi Karani No 13,200 0.05% 0.05% - - -
52. Bharat Kunverji Kenia No 5,000 0.02% 0.02% - - -
53. Hitesh Pravinchandra Karani No 13,000 0.05% 0.05% - - -
54. Meenakshi Vijaywargi No 11,500 0.04% 0.04% - - -
55. Rajesh Darak No 39,666 0.15% 0.14% - - -
56. Ghansham Das Gilada No 1,19,627 0.44% 0.43% - - -
57. Sarika Sharma No 76,113 0.28% 0.28% - - -
58. Komal Sharma No 95,067 0.35% 0.35% - - -
59. Vineeta Girish Somani No 70,000 0.26% 0.25% - - -
60. Seetha Bai No 43,684 0.16% 0.16% - - -
61. Kruti Darak No 57,911 0.21% 0.21% - - -
62. Srinarayan Attal No 49,024 0.18% 0.18% - - -
63. Ramesh Chandra Jhawar No 39,123 0.14% 0.14% - - -
64. Uma Jhawar No 32,471 0.12% 0.12% - - -
65. Sanjay Shrikant Karwa No 31,590 0.12% 0.11% - - -
66. Manju Devi Sharma No 9,003 0.03% 0.03% - - -
67. Vaishali Sanjay Karwa No 12,305 0.05% 0.04% - - -
68. Ajit Kumar Jain Dugad No 42,101 0.15% 0.15% - - -
69. Aarti Nirmal Tanna No 80,984 0.30% 0.29% - - -
70. Dugad Ajitkumar Jain No 1,09,184 0.40% 0.40% - - -
71. Gopal Sharma Doba No 13,575 0.05% 0.05% - - -

7

Sr. Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders Details of shares/ voting rights held by the selling shareholders
No. Part of Pre-transaction Post-transaction#
Name promoter
group (Yes/
No)
No. of
shares		 % of total
share
capital		 % of
Expanded
Voting Share
Capital		 No. of
shares
% of
total
share
capital		 % of
Expanded
Voting Share
Capital
72. Mahesh Sharma No 27,747 0.10% 0.10% - - -
73. Mukundlal Doba No 77,500 0.28% 0.28% - - -
74. Nirmalkumar Laxmikant Tanna No 45,200 0.17% 0.16% - - -
75. Prashanth Goel No 40,000 0.15% 0.15% - - -
76. Premlata Doba No 67,500 0.25% 0.25% - - -
77. Radhe Shyam Sharma No 27,500 0.10% 0.10% - - -
78. Ramesh Kumar Doba No 11,595 0.04% 0.04% - - -
79. Sunil Siddamsetty No 1,42,319 0.52% 0.52% - - -
80. Susheela Devi Agarwal No 40,850 0.15% 0.15% - - -
Total 1,38,30,091 50.66% 50.21% - - -

Under the SPAs, the Acquirer has agreed to acquire 1,38,30,091 Equity Shares constituting 50.66% of the Paid Up Share Capital and 50.21% of the Expanded

Voting Share Capital. However, if the shareholding of the Acquirer exceeds 54% of the total share capital of the Target Company after the completion of the Open Offer, then (i) the total number of Equity Shares to be acquired by the Acquirer under the SPA 1 shall stand reduced such that the total shareholding of the Acquirer along with the PAC after the completion of the acquisition under the SPAs along with the Open Offer does not exceed 54%. of the Paid Up Share Capital and 53.52% of the Expanded Voting Share Capital.

5. Target Company

Name Cigniti Technologies Limited
Registered Address Suite No.106 & 107, 6 - 3 - 456 / C, MGR Estates, Dwarakapuri Colony, Punjagutta, Hyderabad, Telangana,
500082
Stock Exchanges where
BSE Limited (Scrip Code: 534758) and National Stock Exchange of India Limited (Symbol: CIGNITITEC)
listed
ISIN of the Target Company is INE675C01017

6. Other Details

8

  • 6.1 The DPS pursuant to this Public Announcement shall be published in newspaper(s) in accordance with Regulation 14(3) and other applicable regulations of the Takeover Regulations. The DPS shall, inter alia , contain details of the Offer, detailed information on the Offer Price, the Acquirer, the PAC, the Target Company, the background to the Offer (including details of and conditions precedent to the Offer and completion of the transactions contemplated by the SPAs) and other terms of the Offer. The DPS will be published on or before May 9, 2024 as required by Regulation 13(4) of the Takeover Regulations.

  • 6.2 The Acquirer and the PAC undertake that they are fully aware of and will comply with their obligations under the Takeover Regulations. The Acquirer and PAC confirm that they have adequate financial resources to meet its obligations under the Offer and have made firm financial arrangements for the acquisition of the Equity Shares tendered in the Offer, in terms of Regulation 25(1) of the Takeover Regulations.

  • 6.3 The Offer is not conditional upon any minimum level of acceptance under Regulation 19(1) of the Takeover Regulations.

  • 6.4 The Offer is not a competing offer in terms of Regulation 20 of the Takeover Regulations.

  • 6.5 The Acquirer and the PAC have no intention to delist the Target Company pursuant to this Open Offer in accordance with the Takeover Regulations and the SEBI (Delisting of Equity Shares) Regulations, 2021.

  • 6.6 In this PA, all references to “Rupees” or “INR” are references to the Indian Rupee(s) (“INR”).

  • 6.7 The Acquirer, PAC and their directors accept full responsibility for the information contained in this Public Announcement (other than information regarding the Target Company and the Sellers which has been compiled from the information published or publicly available sources or provided by the Target Company and the Sellers, accuracy of which, has not been independently verified by the Acquirer, PAC or the Manager to the Offer).

  • 6.8 The Acquirer and the Target Company have agreed in principle to evaluate a potential merger of the Target Company into the Acquirer, as more particularly to be set out in the DPS and the LoF.

  • 6.9 The completion of the Offer is subject to receipt of certain statutory approvals, and satisfaction of certain conditions as set out in the SPAs and which will be set out in the DPS and LoF.

Issued by the Manager to the Offer

9

==> picture [89 x 21] intentionally omitted <==

IIFL Securities Limited 24th Floor, One Lodha Place Senapati Bapat Marg Lower Parel (West), Mumbai 400 013 Maharashtra, India Tel: +91 22 4646 4728 E-mail: [email protected] Investor grievance e-mail: [email protected] Website: www.iiflcap.com Contact person: Mukesh Garg/ Pawan Jain SEBI registration no.: INM000010940

For and on behalf of the Acquirer

Sd/-

Authorised Signatory

For and on behalf of the PAC

Sd/-

Authorised Signatory

Place: New Delhi Date: May 2, 2024

10

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