COFORGE LIMITED — Major Shareholding Notification 2019

Jun 6, 2019

NIIT Limited 85, Sector 32 InstitutionalGurgaon 122 001, India Tel: +91 (124) 4293000 Fax: +91 (124) 4293333 Email: info@niit.com

Registered Office: 8, Balaji Estate, First Floor Guru Ravi Das Marg, Kalkaji New Delhi 110 019, India CIN: L74899DL1981PLC015865

www.niit.com

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

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

Sub: Submission of Reports under Regulation 10 (6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 pursuant to Scheme of Arrangement which was approved by Hon'ble High Court of Delhi at New Delhi Order dated May 8, 2015

Dear Sir.

This is with regard to acquisition of shares by NIIT Limited from Scantech Evaluation Services Limited, pursuant to Scheme of Arrangement between NIIT Limited and Evolv Services Limited and Scantech Evaluation Services Limited and NIIT Online Learning Limited and Hole-in-the-Wall Education Limited and their Respective Shareholders & Creditors, as approved by Hon'ble High Court of Delhi at New Delhi Order dated May 8, 2015. Scantech Evaluation Services Limited, a wholly owned subsidiary of NIIT Limited was holding 1,44,93,480 equity shares constituting [23.74]% in NIIT Technologies Limited. Scantech Evaluation Services Limited got merged into NIIT Limited pursuant to the aforesaid Scheme as approved by Hon'ble High Court and all assets/liabilities including shareholding held by Scantech Evaluation Services Limited in NIIT Technologies Limited, got vested in NIIT Limited. The Scheme became effective on May 23, 2015 by filing of copy of Order with the Registrar of Companies and the same was also informed to you vide our letter dated May 25, 2015.

The said Scheme was approved by BSE Limited and National Stock Exchange of India Limited on December 2, 2014. The Company had submitted necessary documents in relation to the Scheme with the Stock Exchanges and ROC within due date. However, due to inadvertent omission, Report under Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, could not be submitted in time. Therefore, now we are submitting the attached Report.

Enclosed herewith please find Report under Regulation 10(6) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Kindly take the same on your record.

For NIIT Limited Authorized Signatory Place: Gurugram Date: June 4, 2019

$Encl.:a.a.$

Format for Disclosures under Regulation 10(6) –Report to Stock Exchanges in respect of anyacquisition made in reliance upon exemption provided for in Regulation 10 of SEBI (SubstantialAcquisition of Shares and Takeovers)

3

	Name of the Target Company (TC)
2.	Name of the acquirer $(s)$	NIIT Technologies LimitedNIIT Limited
3.1	Name of the stock exchange where	BSE Limited
	shares of the TC are listed	National Stock Exchange of India Limited
4.	Details of the transaction includingrationale, if any, for the transfer/acquisition of shares.	Transfer pursuant to Scheme of Arrangement betweenNIIT Limited and Evolv Services Limited and ScantechEvaluation Services Limited and NIIT Online LearningLimited and Hole-in-the-Wall Education Limited andtheir Respective Shareholders & Creditors, as approvedby Hon'ble High Court of Delhi at New Delhi Order dated$\text{May } 8$ , $2015$ . The Scheme became effective on May 23,2015 by filing of Order with the Registrar of Companiesand the same was also informed to you vide our letterdated May 25, 2015.Scantech Evaluation Services Limited, a wholly ownedsubsidiary of NIIT Limited was holding 1,44,93,480equity shares in NIIT Technologies Limited. ScantechEvaluation Services Limited got merged into NIITLimited pursuant to the aforesaid Scheme as approved byHon'ble High Court and all assets/ liabilities includingshareholding held by Scantech Evaluation ServicesLimited in NIIT Technologies Limited, got vested inNIIT Limited
5.	Relevant regulation under which theRegulation 10 $(1)$ (d) $(iii)$acquirer is exempted from making open offer.
6.	Whetherdisclosureofproposedacquisition was required to be made underregulation 10 (5) and if so,- whether disclosure was made and whether it was Not applicablemade within the timeline specified under theregulations.- date of filing with the stock exchange.	Not applicableNot applicable
7.	Details of acquisition	Disclosuresrequired to be made	Whether thedisclosures under
		under regulation $10(5)$	regulation $10(5)$ areactually made
a.	Name of the transferor / seller	Not applicable	Not applicable
$b$ .	Date of acquisition	Not applicable	Not applicable
c.	Number of shares/ voting rights inrespect of the acquisitions from each personmentioned in $7(a)$ above	Not applicable	Not applicable
d.	Total shares proposed to be acquired /actually acquired as a % of diluted sharecapital of TC	Not applicable	Not applicable

E LE DE

	Price at which shares are proposed toe.be acquired / actually acquired	Not applicablePre-Transaction		Not applicablePost-Transaction
8.	Shareholding details
		No. ofshares held	% w.r.ttotal sharecapital ofTC	No. ofshares held	% w.r.ttotal sharecapital ofTC
	Each Acquirer / Transferee#(NIIT Limited)			1,44,93,480	23.74
	Each Seller / Transferor(Scantech Evaluation Services Limited)	1,44,93,480	23.74

For NIIT Limited

Authorized SignatoryPlace: Gurugram

Date: June 4, 2019

LIA

The Acquirer indirectly held 23.74% through, its wholly owned subsidiary, Scantech Evaluation ServicesDELimited, which after the scheme becoming effective got vested with NIIT Limited.