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COFORGE LIMITED — Proxy Solicitation & Information Statement 2025
Oct 3, 2025
61761_rns_2025-10-03_5f864f3d-9acd-4eea-b423-fbbf99bdae31.pdf
Proxy Solicitation & Information Statement
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October 03, 2025
The Manager, The General Manager, Department of Corporate Services Department of Corporate Services BSE Limited The National Stock Exchange of India Limited Floor 25, P.J. Towers, Exchange Plaza, Dalal Street, Mumbai – 400 001 Plot No. C/1, G Block, Bandra Kurla Complex, BSE Scrip code – 532541 Bandra, Mumbai – 400 051 Equity ISIN INE591G01025 NSE Scrip code – COFORGE
Sub: Intimation pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024
Ref: Issue of Postal Ballot Notice to the shareholders of the Company and remote e-voting
Dear Sir/Madam,
In compliance with the provisions of Regulation 44 of the SEBI Listing Regulations and read with the General Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and the latest one being General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“ MCA Circulars ”), the relevant circulars issued by the Securities Exchange Board of India, latest being SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 (“ SEBI Circulars ”) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or reenactment(s) thereof for the time being in force), the approval of the Members of Coforge Limited (the " Company ") is sought to transact the Business as set out below and as contained in the Postal Ballot Notice dated September 22, 2025, (“ Postal Ballot Notice ”). The Company is sending Postal Ballot Notice in electronic form only.
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To approve the re-appointment of Mr. D K Singh (DIN: 10485073), as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from February 12, 2026 to February 11, 2031 (both days inclusive) and
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To approve the appointment of Mr. John Speight (DIN: 09160041), as an Executive Director of the Company for a period upto 5 (five) years with effect from October 10, 2025 to October 09, 2030 (both days inclusive)
The said resolutions are proposed to be passed by remote e-voting. The copy of Postal Ballot Notice along with explanatory statement seeking approval of the Members in respect of the aforesaid matters, is attached for your information and records. The same has also been uploaded on the website of the Company at www.coforge.com.
The dispatch of the Postal Ballot Notice is planned on Friday, October 03, 2025, electronically to all the members whose names appear in the Register of Members/Record of Depositories as on Friday, September 26, 2025, being the cut-off date for the purpose.
In terms of MCA Circulars, the Company has made arrangements with its Registrar & Share Transfer Agent for registration of email addresses of those shareholders who have not yet registered their email address. Those shareholders are requested to get their email addresses registered by following the procedure given in notes to the Postal Ballot Notice.
Coforge Limited Registered office: www.coforge.com Special Economic Zone, Plot No. TZ-2& 2A Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, [email protected] Sector - Tech Zone, Greater Noida (UP) - 201308, India Palam Road, Gurugram - 122015, Haryana, India T: +91 120 4592300 | F: +91 120 4592 301 T: 0124-4627837 CIN: L72100HR1992PLC128382
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The Company has also engaged the services of National Securities Depository Limited (NSDL) for the purpose of providing remote e-voting facility to Members. The remote e-voting will commence from 9:00 A.M. (IST) on Saturday, October 04, 2025, and end at 5:00 P.M. (IST) on Sunday, November 02, 2025. The results of the postal ballot shall be declared by the Chairman, or the Company Secretary duly authorized on or before November 03, 2025.
Further, the Company will also publish notice for completion of dispatch in two newspapers i.e. a) Business Standard (Hindi) & Business Standard (English) within stipulated time period and will submit the copies of the above newspaper advertisement intimating the proposed Postal ballot and confirming the dispatch completion of Postal Ballot Notice.
This is for your information and records.
Thanking you,
For Coforge Limited
BARKHA Digitally signed by BARKHA SHARMA SHARMA Date: 2025.10.03 19:12:30 +05'30'
Barkha Sharma Company Secretary & Compliance Officer
Encl.: As above
Coforge Limited Registered office: www.coforge.com Special Economic Zone, Plot No. TZ-2& 2A Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, [email protected] Sector - Tech Zone, Greater Noida (UP) - 201308, India Palam Road, Gurugram - 122015, Haryana, India T: +91 120 4592300 | F: +91 120 4592 301 T: 0124-4627837 CIN: L72100HR1992PLC128382
COFORGE LIMITED
Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: [email protected] | Telephone: 0124-4627837 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382
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POSTAL BALLOT NOTICE
(Pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended)
Dear Member(s),
NOTICE is hereby given to the members of Coforge Limited (“ the Company ”) pursuant to Section 108 and Section 110 of the Companies Act, 2013 (“Act”) read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014 (“Rules”) and Regulation 44 and all other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ Listing Regulations “) read with the circulars issued by the Securities and Exchange Board of India (“ SEBI ”) from time to time including Circular SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024 (“ SEBI Circular ”) and General Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and the latest one being General Circular No. 3/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “ MCA Circulars ”), Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended from time to time), for seeking the approval of the members of the Company to the proposed resolutions appended below by way of Postal Ballot (including electronic voting for Postal Ballot) (“Postal Ballot”) only by voting through electronic means (“evoting”).
In compliance with the aforesaid MCA Circulars and SEBI Circular, this Postal Ballot Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories as on September 26, 2025 (‘ Cutoff date ’). If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for remote e-voting. The communication of the assent or dissent of the members would only take place through the remote e-voting system. In case of any queries, shareholder may write to [email protected]
The Board of Directors (“ Board ”) of the Company in their Board Meeting held on September 22, 2025, had approved the reappointment of Mr. D K Singh (DIN: 10485073) as an Independent Director of the Company for a second term of 5 (five) years and appointment of Mr. John Speight (DIN: 09160041) as an Executive Director of the Company for a period of 5 (five) years subject to the approval of the Members of the Company as required in terms of applicable provisions of the Act and Listing Regulations and approvals of statutory, regulatory or governmental authorities as may be required under applicable laws.
The explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act pertaining to the aforesaid resolutions setting out the material facts concerning each item and the reasons thereof is annexed hereto for your consideration.
Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014 the Board of Directors of the Company have appointed Mr. Nityanand Singh, Company Secretary (Membership No.FCS-2668 COP 2388) of M/s Nityanand Singh & Co., Company Secretaries as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner.
The Members are requested to carefully read the instructions indicated in this notice (“ Notice/Postal Ballot Notice ”). The remote e-voting period commences from 09.00 A.M. (IST) on October 4, 2025 and ends at 05.00 P.M. (IST) on November 2, 2025.
The scrutinizer will submit his report to the Chairman and/or to the Company Secretary duly authorized by him, after completion of the scrutiny of the votes received through e-voting in a fair and transparent manner. The results of the postal ballot shall be declared by the Chairman or the Company Secretary duly authorised on or before November 3, 2025 for submission with BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) where the equity shares of the Company are listed. The results of the postal ballot will also be displayed on the Company’s website: www.coforge.com and Service Provider’s website: https://evoting.nsdl.com. The results will also be displayed on the notice board at the Registered Office of the Company.
Special Business
RESOLUTION NO. 1
TO APPROVE THE RE-APPOINTMENT OF MR. D K SINGH (DIN: 10485073) AS AN INDEPENDENT DIRECTOR OF THE COMPANY
The members are requested to consider and, if thought fit, to pass the following resolution as a Special Resolution :
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COFORGE LIMITED
Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: [email protected] | Telephone: 0124-4627837 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382
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“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013 (“ Act ”), read with Schedule IV of the Act and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17, Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) (including any statutory modification(s) or re-enactment thereof for the time being in force), and the Articles of Association of the Company, as well as based on the recommendation of the Nomination and Remuneration Committee of the Company and approval of Board, Mr. D K Singh (DIN: 10485073), who was appointed as Independent Director on February 12, 2024 for a period of 2 (two) years and whose tenure is expiring on February 11, 2026 and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and the Listing Regulations, be and is hereby re-appointed as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from February 12, 2026 to February 11, 2031 (Both days inclusive), not subject to retirement by rotation, on such terms and conditions as mentioned in the appointment letter, as agreed by the Nomination and Remuneration Committee and Board.
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to officer(s)/authorized representative(s) of the Company to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
RESOLUTION NO. 2
TO APPROVE THE APPOINTMENT OF MR. JOHN SPEIGHT (DIN: 09160041) AS AN EXECUTIVE DIRECTOR OF THE COMPANY
The members are requested to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :
“ RESOLVED THAT pursuant to the recommendation of Nomination and Remuneration Committee and approval of the Board and provisions of Sections 161, 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (“ Act ”), and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) (including any statutory modification(s) or re-enactment thereof for the time being in force), the relevant provisions of the Articles of Association of the Company and subject to other necessary approvals from the appropriate authorities and such conditions and modifications as may be prescribed or imposed while granting such approval, if any, Mr. John Speight (DIN: 09160041), who was appointed as an Additional Director in the Meeting of the Board of Directors held on September 22, 2025 and whose term of appointment is effective from October 10, 2025 up to the date of shareholders’ approval via postal ballot/next Annual General Meeting (“ AGM ”) or the last date by which AGM should have been held, whichever is earlier and as an Executive Director and in respect of whom a notice has been received from a member proposing his candidature for the office of Director under Section 160 of the Act, be and is hereby appointed as Director and as an Executive Director of the Company, for a period of 5 (five) years from October 10, 2025 up to October 09, 2030 (both days inclusive), liable to retire by rotation, at a remuneration as set out in the Explanatory Statement annexed to this notice.
RESOLVED FURTHER THAT the Board be and is hereby authorized to revise/amend the terms of remuneration payable to Mr. John Speight based on the recommendation of the Nomination and Remuneration Committee subject to the limits prescribed under the Companies Act, 2013 or any other relevant provisions.
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to officer(s)/authorized representative(s) of the Company to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.
RESOLVED FURTHER THAT a copy of this resolution certified to be true by any Director or Company Secretary be furnished to any concerned authorities for necessary action. ”
Place: Greater Noida Date: September 22, 2025
By the Order of the Board For Coforge Limited Sd/Barkha Sharma Company Secretary ACS : 24060
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COFORGE LIMITED
Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India
Email: [email protected] | Telephone: 0124-4627837 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382
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NOTES:
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The Explanatory Statement pursuant to the provisions of Section 102 & 110 of the Companies Act, 2013 (“Act”) read with rules made thereunder stating material facts, other relevant facts and reasons for the proposed resolutions is annexed hereto.
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The Postal Ballot Notice is being sent to the shareholders of the Company whose names appear in the Register of Members/ List of Beneficial Owners as received from the depositories as on September 26, 2025 (‘ Cut-off date ’). Shareholders may note that this notice is also available on the website of the Company (www.coforge.com), the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the Notice is also available on the website of NSDL (agency for providing the remote e-voting facility) i.e. www.evoting.nsdl.com.
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In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the given procedure for registration of email address and for receipt of login ID and password for remote e-voting:
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a) Members holding shares in physical mode and who have not registered/updated their email address with the Company are requested to register / update the same by writing to the Company along with copy of signed request letter in form ISR-1 (available on the website of the Company), inter-alia, containing name, address, folio number and attaching a self-attested copy of PAN card of the Member and such other documents as provided in the said form at [email protected] or to Registrar & Share Transfer Agent (RTA), Alankit Assignments Limited at [email protected].
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b) Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participant. After successful registration of the e-mail address, a copy of this Postal Ballot Notice along with the remote e-voting user ID and password will be sent to your registered e-mail address, upon request received from the member. In case of any queries, Members may write to [email protected]
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The documents referred to in the Explanatory Statements are available for inspection during business hours on all days except Saturdays, Sundays and Public holidays during the postal ballot process.
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Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc. to their DP in case the shares are held by them in electronic form and to RTA Alankit Assignments Limited in case the shares are held by them in physical form in the prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and read with SEBI Master Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025 and other relevant circulars issued from time to time.
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In terms of provisions of Companies Act, 2013, Members desirous of appointing their Nominees for the shares held by them may apply in the Nomination Form (Form - SH 13). Member desirous to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company’s website. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to RTA in case the shares are held in physical form.
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Members may please note that SEBI has amended Regulation 40 of Listing Regulations and has mandated that all requests for effecting transfer of securities including transmission and transposition shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members may contact the Company/RTA in this regard.
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Members may please note that SEBI vide its Circular No. SEBI/ HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022 read with SEBI Master Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025 and other relevant circulars issued from time to time, has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website.
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Online Dispute Resolution (ODR): SEBI vide its Master Circular SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated August 11, 2023, as amended by circular SEBI/HO/OIAE/ OIAE_IAD3/P/CIR/2023/191 dated December 20, 2023 and master circular SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 dated December 28, 2023 has introduced Online Dispute Resolution Portal (“ODR Portal”), which is in addition to the existing SCORES platform which can be utilized by the investors and the Company for dispute resolution. Please note that the investors can initiate dispute resolution through the ODR portal (https://smartodr.in) only after exhausting the option to resolve dispute, if any, with the Company and on the SCORES platform
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Pursuant to the first proviso to the Rule 18 of the Companies (Management and Administration) Rules, 2014, the Company shall provide in advance an opportunity at least once in a Financial Year to the Members to register their E-mail address and changes therein either with Depository Participant or with the Company. In view of the same, the Members who have not
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COFORGE LIMITED
Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: [email protected] | Telephone: 0124-4627837 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382
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registered their e-mail addresses so far are requested to register their e-mail addresses for receiving all communications including Notices of all General Meetings, Directors’ Report, Auditors’ Report, Audited Financial Statements and other documents through electronic mode, pursuant to the provisions of the Companies Act, 2013 read with the rules framed thereunder.
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The Company has engaged the services of National Securities Depository Limited (‘NSDL’) to provide remote e-voting facility to its Members.
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The voting rights will be reckoned on the paid-up value of equity shares registered in the name of the Members on the Cutoff date. Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes.
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In case of any queries or grievances relating to electronic voting, members may refer to Frequently Asked Questions (FAQs) for Members and e-voting user manual available at the download section of https://www.evoting.nsdl.com or contact NSDL helpdesk at 022 – 4886 7000 or send a request to Mr. Amit Vishal, Deputy Vice President, NSDL or Ms. Pallavi Mhatre, Assistant Vice President at [email protected]. Members may also write to Company Secretary at [email protected] or registered office address of the Company.
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The instructions for Shareholders for e-voting are as under:
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
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1) Login method for e Voting for Individual shareholders holding securities in demat mode
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. ExistingIdeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IdeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e- Voting website of NSDL for casting your vote during the remote e-Voting period. 3. If you are not registered for IdeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IdeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLandyou will be redirected to e- |
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COFORGE LIMITED Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: [email protected] | Telephone: 0124-4627837 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382
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| Voting website of NSDL for casting your vote during the remote e-Voting period. 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. |
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|---|---|
| Individual Shareholders holding securities in demat mode with CDSL |
1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| **Login type ** | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sendinga request at [email protected] or call at 022 – 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800-21-09911 |
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COFORGE LIMITED
Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: [email protected] | Telephone: 0124-4627837 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382
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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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- Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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- A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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- Your User ID details are given below : Manner of holding shares i.e. Demat (NSDL or Your User ID is: CDSL) or Physical a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID account with NSDL. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
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b) For Members who hold shares in demat 16 Digit Beneficiary ID account with CDSL. For example if your Beneficiary ID is 12** then your user ID is 12**
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c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
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- Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
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- If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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- After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.
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COFORGE LIMITED
Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: [email protected] | Telephone: 0124-4627837 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382
==> picture [189 x 43] intentionally omitted <==
| Step 2: Cast your vote electronically on NSDL e-Voting system. | Step 2: Cast your vote electronically on NSDL e-Voting system. | |
|---|---|---|
| How to cast your vote electronically on NSDL e-Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle. 2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period. 3. Now you are ready for e-Voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. 5. Upon confirmation, the message “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. |
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| General Guidelines for shareholders | ||
| 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail [email protected] a copy marked to [email protected] shareholders (i.e. other than individuals, HUF, NRI etc.) can alsoupload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on“Upload Board Resolution / Authority Letter”displayed under“e-Voting”tab in their login. 2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password. 3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section ofwww.evoting.nsdl.com or call on : 022 – 4886 7000 or send a request to Mr. Amit Vishal [email protected] |
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| Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice: 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to([email protected]). 2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to ([email protected]). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained atstep 1 (A) i.e.Login method for e-Voting for Individual shareholders holding securities in demat mode. 3. Alternatively shareholder/Members may send a request [email protected] for procuring user id and password for e-voting by providing above mentioned documents. |
- In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
EXPLANATORY STATEMENT:
As required by Sections 102(1) and 110 of the Companies Act, 2013 read with rule 22 of the Companies (Management and Administration) Rules, 2014, the following Explanatory Statement sets out material facts relating to the businesses specified in this Notice.
ITEM NO. 1
TO APPROVE THE RE-APPOINTMENT OF MR. D K SINGH (DIN: 10485073) AS AN INDEPENDENT DIRECTOR OF THE COMPANY
Pursuant to the provisions of Sections 149, 150, 152 and Schedule IV of the Companies Act, 2013 (the “Act”) read with rules made thereunder, Mr. D K Singh (DIN: 10485073) was appointed as an Independent Director of the Company for a period of two years w.e.f. February 12, 2024 to February 11, 2026 (Both days inclusive), upon approval of members through postal ballot dated February 27, 2024. Therefore, he will be completing his first term as an Independent Director on February 11, 2026.
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COFORGE LIMITED
Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: [email protected] | Telephone: 0124-4627837 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382
==> picture [189 x 43] intentionally omitted <==
On the recommendation of the Nomination & Remuneration Committee (“ NRC ”), the Board of Directors (“ Board ”) re-appointed Mr. D K Singh (DIN: 10485073) as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from February 12, 2026, to February 11, 2031 (both days inclusive), subject to the approval of shareholders. In terms of Section 160 of the Companies Act, 2013 (“ Act ”), the Company has received a notice in writing from a member, proposing his candidature for the office of Director of the Company.
Mr. D K Singh is qualified to be appointed as a Director (independent) in terms of Section 164 and Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and has given his consent to act as a Director of the Company along with other requisite disclosures under applicable provisions. Mr. D K Singh is not related to any of the existing Directors of the Company and does not hold any shares in the Company. Further, in terms of SEBI Regulations, he is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other such authority.
In the opinion of the Board and basis the declarations received from Mr. D K Singh, he fulfils the conditions specified in the Act and rules made thereunder and the Listing Regulations for his re-appointment as an Independent Director of the Company and is independent to the management.
The NRC and the Board are of the view that Mr. D K Singh possesses the requisite skills and capabilities. Considering the skills, experience and expertise and based on the performance evaluation, the NRC and the Board considers that this continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. D K Singh as an Independent Director. Accordingly, the Board recommends the resolution in relation to the re-appointment of Mr. D K Singh as an Independent Director, for the approval by the shareholders of the Company.
The letter of appointment issued to Mr. D K Singh setting out all the terms and conditions of re-appointment as an Independent Director shall be open for inspection as per the details provided in this Notice. Disclosures as required under Secretarial Standard 2 on general meetings and Regulation 36(3) of Listing Regulations are provided as an Annexure to this Notice.
In accordance with the provisions of Section 149 of the Act read with Schedule IV thereto, the re-appointment of Independent Directors requires approval of the Members. Further, as per Regulation 25(2A) of the Listing Regulations, re-appointment of an Independent Director shall be subject to the approval of members by way of a special resolution. Accordingly, the re-appointment of Mr. D K Singh as an Independent Director requires approval of the Members by passing a special resolution.
Except Mr. D K Singh, being the appointee, none of the Directors, Key Managerial Personnel (KMP) or their respective relatives are, in any way, concerned or interested, financially or otherwise, except as shareholders in general in the resolution set out at item No. 1.
Accordingly, the approval of the Members is sought for the re-appointment of Mr. D K Singh as an Independent Director, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years, from February 12, 2026, to February 11, 2031, (both days inclusive).
ITEM NO. 2
TO APPROVE THE APPOINTMENT OF MR. JOHN SPEIGHT (DIN: 09160041) AS AN EXECUTIVE DIRECTOR OF THE COMPANY
The Board of Directors (“ Board ”) of the Company on the recommendation of the Nomination and Remuneration Committee (“ NRC ”), vide its resolution dated September 22, 2025 approved to appoint Mr. John Speight (DIN: 09160041), (who is also the Executive Vice President of the Company) as the President and Additional (Executive) Director with effect from October 10, 2025 up to the date of shareholders’ approval via postal ballot/next Annual General Meeting (“ AGM ”) or the last date by which AGM should have been held, whichever is earlier and subject to shareholders approval as an Executive Director of the Company for a term of 5 (five) years, with effect from October 10, 2025 up to October 09, 2030 (both days inclusive), on the terms and conditions as agreed between the parties on the recommendation of the NRC and subject to all necessary approvals under the provisions of the Companies Act, 2013 (“ Act ”) with all amendments thereto and all other relevant provisions as per the following terms and conditions:
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Annual Salary of GBP 335,494 (equivalent approx. INR 40,295,177*).
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Bonus of GBP 111,336 (equivalent approx. INR 13,372,233*) payable annually on 100% achievement of the targets.
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*conversion rate GBP 1:INR 120.11(as on 18 Sep, 2025)
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Annual Pension: GBP 26,840 (current company pension contribution is 8% of base salary)
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Long-term incentives in the form of 2,40,000 stock options as decided by the Board/Compensation Committee (NRC) which will vest in next four years.
8
COFORGE LIMITED
Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: [email protected] | Telephone: 0124-4627837 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382
==> picture [189 x 43] intentionally omitted <==
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Mr. John Speight shall be covered under the Mediclaim insurance scheme as per the rules of the Company. The Company shall also pay annual premium towards his personal accident insurance coverage and life insurance as per the rules of the Company.
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Subject to overall ceiling on remuneration mentioned herein, Mr. John Speight may be given such other benefits in accordance with the schemes and rules applicable to the employees of the Company from time to time.
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Explanation: Perquisites shall be evaluated as per Income Tax Rules, wherever applicable and in absence of any such rule, perquisites shall be evaluated at actual cost.
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In the event of any re-enactment or modification of the Act or taxation laws or amendments thereto, the payment of remuneration mentioned above shall continue to remain in force and the reference to various provisions of the Act or taxation laws be deemed to be substituted by the corresponding provisions of the relevant new Act or the amendments thereto or the Rules and notification issued there under.
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The aggregate of salary, bonus, allowances, incentives and perquisites payable to Mr. John Speight in any subsequent financial year during the term of his appointment as Executive Director of the Company shall not exceed 5% of the net profit of the Company for each the next 5 years. In case there is any change in limit due to vesting of certain ESOP’s in a given year, a separate approval from shareholder’s will be taken.
Mr. John Speight has given his consent to act as an Executive Director of the Company along with other requisite disclosures under applicable provisions. Further, in terms of SEBI Regulations, he is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other such authority.
Further, the remuneration payable to the Directors of the Company in aggregate is not exceeding the respective limits prescribed under Section 197 and other applicable provisions of the Companies Act, 2013 read with Schedule V thereto, as amended.
The above may be treated as an abstract and written memorandum setting out the terms of appointment and remuneration of Mr. John Speight as an Executive Director under Section 190 of the Act. Disclosures as required under Secretarial Standard 2 on General Meetings and Regulation 36(3) of Listing Regulations are provided as an Annexure to this Notice.
The NRC and the Board are of the view that Mr. John Speight possesses the requisite skills and capabilities. Considering the skills, experience and expertise, the NRC and the Board considers that this association would be of immense benefit to the Company and it is desirable to avail services of Mr. John Speight as an Executive Director.
Except Mr. John Speight, being the appointee, none of the Directors, Key Managerial Personnel (KMP) or their respective relatives are, in any way, concerned or interested, financially or otherwise, except as shareholders in general in the resolution set out at item No. 2. Further details of Mr. John Speight are given in this Notice.
The Board recommends approval of shareholders by way of an Ordinary Resolution in accordance with Section 196 of the Companies Act, 2013 for appointment of Mr. John Speight as an Executive Director of the Company.
By the Order of the Board For Coforge Limited
Place: Greater Noida Date: September 22, 2025
Sd/Barkha Sharma Company Secretary ACS : 24060
9
COFORGE LIMITED
Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: [email protected] | Telephone: 0124-4627837 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382
==> picture [189 x 43] intentionally omitted <==
(ANNEXURE TO NOTICE DATED SEPTEMBER 22, 2025)
DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
| Name of Director. | Mr. John Speight | Mr. DK Singh |
|---|---|---|
| DIN | 09160041 | 10485073 |
| Age. | 59 | 62 |
| Qualification. | Mr. John Robert Speight is a graduate from Haywards Heath 6th Form College, West Sussex with “A” Levels in Maths alongwith Statistics,History& Economics. |
Mr. DK Singh has a MS degree in Industrial Engineering and BS in Mechanical Engineering. |
| Experience / Brief Profile. |
Mr. John Robert Speight is the Business Head for UK and Europe Geo leading all of our business operations in the region. In this role, John is responsible for driving strategic growth across diverse sectors with the region. John is based in London, having joined Coforge in July, 2018. With over 40 years of experience in the IT industry, working for both client and services firms; this enables John to have a view from both perspectives, what challenges, opportunities are faced and how to address. He is detailed and business orientated with a strong affinity for the needs of customers and what needs to be delivered to create real value. He is known for his strong execution orientated approach to driving front-end sales excellence, and commitment to delivering results. During his 7 years tenure at Coforge John has played many strategic transformational roles such as Customer Success Officer and Chief Delivery Officer. Prior to Coforge, John worked for 6 years in the Banking and Financial Services sector at Genpact, he has also worked for 13 plus years for leading brokerages in the city of London, where he led major global transformation programs. |
Mr. DK Singh has over 36 years of leadership experience across multiple global industries including retail, industrial, consumer packaged goods, andtechnologycompanies with functional expertise in Procurement, Supply-Chain, and Engineering. Mr. Singh has a proven track- record in successfully transforming global and complex procurement and supply chain organizations, taking a strategic “total margin management” view across both growth and lean market cycles. His leadership has been key in reducing billions of dollars of cost, improving cash positions for the companies, leveraging sustainability and AI/digitization as a competitive advantage throughout his career. Mr. Singh is a Senior Advisor at McKinsey & Company. He was a Senior Vice President and Chief Procurement Officer at Walmart. Prior to Walmart, he has also worked with companies like Schneider Electric, ConAgra, Motorola and IBM in the past. He is a member of Hyde Park Angels VentureCapitalist(HPA) in Chicago, a leading early-stage investor. He was a Corp Advisory Board Member for American Airlines, Resin Technology Company, and Michigan State University Supply-Chain program. Mr. Singh also served on the advisory board and Executive committee for NMSDC (National Minority Supplier Development Council) and US Asian Pacific Asian American Chamber of Commerce. |
| Justification for appointment and skills and capabilities required for the role and the manner in which the proposed person meets such requirements. |
Mr. John Speightfulfils the conditions specified in the Act, the Companies (Appointment and Qualifications of Directors) Rules, 2014 for his re-appointment as an Executive Director of the Company and possesses appropriate skills, experience and knowledge as mentioned in his profile above and as recommended by NRC and Board. |
Mr. DK Singh fulfils the conditions specified in the Act, the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16 (1) (b) of the Listing Regulations for his appointment as an Independent Director of the Company, is independent of the management and possesses appropriate skills, experience and knowledge as mentioned in his profile above and as recommended byNRC and Board. |
| Nature of expertise in specific functional areas. |
Pre-sales, solutions, consulting, large deals, alliances & analyst relations,delivery execution. |
Procurement, Supply-Chain, and Engineering. |
| Date of first appointment on the Board. |
October 10, 2025 | February 12, 2024 |
10
COFORGE LIMITED
Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: [email protected] | Telephone: 0124-4627837 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382
==> picture [189 x 43] intentionally omitted <==
| Number of Meetings of the Board attended during the year. |
NA | 3 (till the date of this Notice) |
|---|---|---|
| Directorships, Trusteeships, Partnerships, etc. held in other companies, firms, trusts, entities, etc. |
Directorship: 1. Coforge Technologies Private Limited (Erstwhile Coforge DPA Private Limited) 2. Coforge UK Limited 3. Cigniti Technologies UK Limited 4. Cigniti Technologies (CZ) Limited |
Directorship: 1. Cigniti Technologies Limited 2. Cigniti Technologies Inc 3. Coforge UK Limited 4. Infifresh Foods Private Limited. 5. Sivotec Bioinformatics |
| Memberships / chairmanships of committees of the Boards of other companies. (excluding foreign companies) |
Nil | Cigniti Technologies Limited: 1. Nomination & Remuneration Committee - Chairman 2. Audit Committee – Member 3. Risk Management Committee - Member |
| Listed entities from which the person has resigned from the directorship in the past three years. |
Nil | Nil |
| Number of shares held in the Company (including shareholding as a beneficial owner). |
9,455 | Nil |
| Terms and conditions including details of remuneration. |
As per the terms and conditions mentioned in appointment letter. |
As per the terms and conditions mentioned in appointment letter. |
| Remuneration last drawn, if applicable |
NA | Remuneration for FY25 Commission : INR 8,492,015 SittingFees: INR 1,100,000 |
| Relationship with other Directors, Manager and Key Managerial Personnel of the Company |
None | None |
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