COFORGE LIMITED — Proxy Solicitation & Information Statement 2025

Mar 18, 2025

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March 18, 2025

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

The General Manager, Department of Corporate Services The 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

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 Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

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. 9/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“ 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), 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 March 04, 2025, (“ Postal Ballot Notice ”). The Company is sending Postal Ballot Notice in electronic form only.

1. To consider and approve the sub-division/ split of equity shares and consequent alteration of the Capital Clause of the Memorandum of Association of the Company

The said resolution is 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 matter, 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 Tuesday, March 18, 2025, electronically to all the members whose names appear in the Register of Members/Record of Depositories as on Friday, March 14, 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.

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 Wednesday, March 19, 2025, and end at 5:00 P.M. (IST) on Thursday, April 17, 2025. The results of the postal ballot shall be declared by the Chairman, or the Company Secretary duly authorized on or before April 18, 2025.

Coforge Limited Registered office: www.coforge.com Special Economic Zone, Plot No. TZ-2& 2A Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Secretarial@coforge.com Sector - Tech Zone, Greater Noida (UP) - 201308, India Palam Road, Gurugram - 122015, Haryana, India T: +91 120 4592300 | F: +91 120 4592 301 T: +91 124 6642800 CIN: L72100HR1992PLC128382

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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.

Kindly take this on record and acknowledge receipt.

Thanking you,

For Coforge Limited

BARKHA Digitally signed by BARKHA SHARMA SHARMA Date: 2025.03.18 19:04:48 +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 Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Secretarial@coforge.com Sector - Tech Zone, Greater Noida (UP) - 201308, India Palam Road, Gurugram - 122015, Haryana, India T: +91 120 4592300 | F: +91 120 4592 301 T: +91 124 6642800 CIN: L72100HR1992PLC128382

COFORGE LIMITED

Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: investors@coforge.com | Telephone: +91 124 6642800 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 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 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. 9/2024 dated September 19, 2024 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 Ordinary Resolution appended below by way of Postal Ballot (including electronic voting for Postal Ballot) (“Postal Ballot”) only by voting through electronic means (“e-voting”).

In compliance with the aforesaid 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 as on March 14, 2025 (‘ Cut-off 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 investors@coforge.com

The Board of Directors (“ Board ”) of the Company in their Board Meeting held on March 04, 2025 had approved the subdivision/split of equity share of the Company 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 resolution 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 Rules, 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 March 19, 2025 and ends at 05.00 P.M. (IST) on April 17, 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 April 18, 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.

Special Business

RESOLUTION NO. 1

TO CONSIDER AND APPROVE THE SUB-DIVISION/ SPLIT OF EQUITY SHARES AND CONSEQUENT ALTERATION OF THE CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

The Members are requested to consider and, if thought fit, to pass with or without modifications the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 61(1)(d) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder (the “ Act ”), including the Companies (Share Capital and Debenture) Rules, 2014, read with

1

COFORGE LIMITED

Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India

Email: investors@coforge.com | Telephone: +91 124 6642800 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382

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the applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ SEBI Listing Regulations ”), and other applicable laws, rules and regulations for the time being in force, if any, prescribed by any relevant authorities from time to time, to the extent applicable (including in each case, any statutory amendment(s), modification(s) or re-enactment thereof for the time being in force), and subject to the provisions of Memorandum and Articles of Association of the Company and subject to the approvals, consents, permissions and sanctions, as may be required from concerned statutory authorities or bodies or third parties and subject to such other conditions and modifications as may be prescribed or imposed while granting such approvals, and on recommendation of the Board of Directors of the Company (hereinafter referred to as the “ Board ”, which expression shall be deemed to include any existing committee duly constituted or to be constituted by the Board), approval of the Members of the Company be and is hereby accorded for subdividing / splitting the equity shares of the Company, such that each fully paid-up equity share having face value of Rs.10/(Rupees Ten Only) each be sub-divided into 5 (five) fully paid-up equity shares having face value of Rs. 2/- (Rupees Two Only) each ranking pari-passu with each other in all respects, with effect from the record date to be determined by the Board for this purpose (“ Record Date ”) by the Board.

RESOLVED FURTHER THAT upon sub-division / split of equity shares as aforesaid, with effect from the Record Date:

• a) for the equity shares held in physical form, to the extent applicable, the existing Share Certificate(s) in relation to the existing fully paid equity shares having face value of Rs.10/- (Rupees Ten Only) each, shall be deemed to have been automatically cancelled and shall be of no effect and the Board / Company’s Registrar and Share Transfer Agents, without requiring the Members to surrender their existing Share Certificate(s), may issue letter of confirmation(s) in lieu of existing share certificate(s) in compliance with the prevailing laws/ guidelines in this regard; and

• b) for the equity Shares held in dematerialized form, the sub-divided / split equity shares shall be credited proportionately into the respective beneficiary demat account(s) of the Members held with their Depository Participant(s), in lieu of the existing credits present in their respective beneficiary demat account(s).

RESOLVED FURTHER THAT pursuant to Section 13, 61 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (the “ Act ”), including the Companies (Share Capital and Debenture) Rules, 2014, other applicable laws, rules and regulations for the time being in force, if any, prescribed by any relevant authorities from time to time, to the extent applicable (in each case, including any statutory amendment(s), modification(s) or re-enactment thereof for the time being in force), and the enabling provisions of the Memorandum and Articles of Association of the Company, and subject to requisite approvals, consents, permissions and/or sanctions, from appropriate statutory, regulatory or other authority as may be required and on the recommendation of the Board of Directors of the Company (hereinafter referred to as the “ Board ”, which expression shall be deemed to include any existing committee duly constituted or to be constituted by the Board), approval of the Members of the Company be and is hereby accorded to alter, modify and/or substitute the existing Clause 5 of the Memorandum of Association of the Company to the extent applicable in the following manner:

“The Authorised Share Capital of the Company is Rs. 77,00,00,000/- (Rupees Seventy Seven Crores Only) divided into 38,50,00,000 ( Thirty Eight Crore Fifty Lakhs ) Equity Shares of Rs. 2/- (Rupees Two Only) each”

RESOLVED FURTHER THAT the consent of the Members be and is hereby accorded to make all the requisite alterations, modifications and adjustments under the Coforge Employee Stock Option Plan 2005 (as amended on March 27, 2020 and March 29, 2024), as may be necessary due to sub-division/split of equity shares of the Company.

RESOLVED FURTHER THAT the sub-division/ split of equity shares shall be subject to the terms and conditions contained in Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorized to do all such acts, deeds, matters and things including to fix and announce the Record Date, to make appropriate adjustments including treatment of fractional entitlements, if any, on account of sub-division/ split of equity shares, to accept and make any alteration(s), modification(s) to the terms and conditions as they may deem necessary, concerning any aspect of the sub-division / split of equity shares, in accordance with the statutory requirements as well as to delegate all or any of its/their powers herein conferred to any other Officer(s)/Authorized Representative(s) of the Company including for signing or/and execution of necessary paper(s), document(s), etc, to give such directions as may be necessary or desirable, to apply for necessary approvals, to settle any questions, difficulties or doubts that may arise and generally, to do all acts, deeds, matters and things as they may, in their absolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters in relation or consequential to the sub-division/ split of equity Shares including execution and filing of all the relevant documents with the

2

COFORGE LIMITED

Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India

Email: investors@coforge.com | Telephone: +91 124 6642800

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Website: https://www.coforge.com | CIN: L72100HR1992PLC128382

Registrar of Companies, Stock Exchanges, Depositories and other appropriate authorities, in due compliance of the applicable rules and regulations.”

Place: Princeton, USA Date: March 04, 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: investors@coforge.com | Telephone: +91 124 6642800 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382

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NOTES:

1. The Explanatory Statement pursuant to the provisions of Section 102 & 110 of the Companies Act, 2013 (“Act”) stating material facts and reasons for the proposed resolution is annexed hereto.

2. 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 March 14, 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.

3. 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:

4. 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 investors@coforge.com or to Registrar & Share Transfer Agent (RTA), Alankit Assignments Limited at rta@alankit.com.

5. 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 investors@coforge.com

6. 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.

7. 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 Depository Participants (‘DPs’) 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 or other relevant circulars issued from time to time.

8. 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.

9. 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.

10. Members may please note that SEBI vide its Circular No. SEBI/ HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022 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.

11. 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_IAD-3/P/CIR/2023/191 dated December 20, 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.

12. 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 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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COFORGE LIMITED

Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India

Email: investors@coforge.com | Telephone: +91 124 6642800 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382

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1. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) to provide remote e-voting facility to its Members.

2. 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.

3. 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

• 1) Login method for e Voting for Individual shareholders holding securities in demat mode

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. 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. 2. 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 3. 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. NSDLand you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
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 anyfurther authentication. The users to login Easi / Easiest are

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COFORGE LIMITED Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: investors@coforge.com | Telephone: +91 124 6642800 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382

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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.

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 evoting@nsdl.com 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 athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. 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.

4. 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.

6

COFORGE LIMITED

Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: investors@coforge.com | Telephone: +91 124 6642800 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382

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1. 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**.

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**

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

1. 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.

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.

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’.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

1. 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.

b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

1. 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.

- 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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COFORGE LIMITED

Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: investors@coforge.com | Telephone: +91 124 6642800 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382

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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 to officenns@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload 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.

• 1. 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.
• 1. 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 of www.evoting.nsdl.com or call on : 022 – 4886 7000 or send a request to Mr. Amit Vishal at evoting@nsdl.com

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 (Investors@coforge.com).

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 (Investors@coforge.com). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 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 to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. 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. 01

The Equity shares of the Company are listed and are being traded on the National Stock Exchange of India Limited and BSE Limited. With a view to enhance the liquidity of the Company's equity shares and to encourage the participation of small investors by making it more affordable to invest in the equity shares of the Company, leading to enhanced shareholder base, the Board, in its meeting held on March 04, 2025 has considered and approved the sub-division/splitting of the existing equity shares of the Company, such that each equity share having face value of Rs.10/- (Rupees Ten Only) each be subdivided into 5 (five) fully paid Equity Shares having face value of Rs. 2/- (Rupees Two Only) each, ranking pari-passu with each other in all respects, with effect from such date as may be fixed as the Record Date (“ Record Date ”), subject to approval of shareholders of the Company.

The authorised and paid-up capital of the Company as on the date of the Notice is as follows:

Type of Pre Sub-division / Split Post Sub-Division / Split Capital No. of Equity Face Value Total Share No. of Equity Face Value Per Total Share Shares Per Share Capital (INR) Shares Share (INR) Capital (INR) (INR)

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COFORGE LIMITED

Plot No. 13, Udyog Vihar, Phase-IV, Sector-18, Palam Road, Gurugram - 122015, Haryana, India Email: investors@coforge.com | Telephone: +91 124 6642800 Website: https://www.coforge.com | CIN: L72100HR1992PLC128382

==> picture [189 x 43] intentionally omitted <==

		Authorised Share Capital	Authorised Share Capital	Authorised Share Capital
Authorised Share Capital	7,70,00,000	10	77,00,00,000	38,50,00,000	2	77,00,00,000
		Issued, Subscribed and Paid-up Share Capital
Type of Shares	No. of Equity Shares	Face Value/ Paid up Value Per Share (INR)	Total Share Capital (INR)	No. of Equity Shares	Face Value/ Paid up Value Per Share (INR)	Total Share Capital (INR)
Fully Paid	6,68,73,099	10	66,87,30,990	33,43,65,495	2	66,87,30,990

The Record Date for the aforesaid sub-division / splitting of equity shares shall be fixed after the approval of the Members is obtained for the proposed sub-division / splitting.

The sub-division/split of equity shares would, inter-alia, require appropriate alterations, modifications and adjustments under the Coforge Employee Stock Option Plan 2005 (as amended on March 27, 2020 and March 29, 2024), due to sub-division/ split of equity shares of the Company.

The proposed sub-division/splitting of the equity shares will not result in any change in the amount of Authorised, Issued, Subscribed and Paid-up equity share capital of the Company. The sub-division / splitting of equity shares proposed under Item No. 1 of this notice shall also require consequential amendments to the existing Clause 5 (‘Capital Clause’) of the Memorandum of Association of the Company to reflect change in the face value of equity shares of the Company. Additionally, such subdivision/ split shall not be construed as a reduction in share capital of the Company.

Accordingly, the Capital Clause in the Memorandum of Association of the Company will be revised as follows:

Original Clause 5 :

“ The Authorised Share Capital of the Company is Rs. 77,00,00,000/- (Rupees Seventy Seven Crores Only) divided into 7,70,00,000 (Seven Crores Seventy Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each. ”

Proposed Clause 5:

“The Authorised Share Capital of the Company is Rs. 77,00,00,000/- (Rupees Seventy Seven Crores Only) divided into 38,50,00,000 (Thirty Eight Crore Fifty Lakhs) Equity Shares of Rs. 2/- (Rupees Two Only) each.”

The Board, therefore, recommends the Ordinary Resolution as set out in the accompanying Notice for the approval of the Members of the Company in accordance with the provisions of Section 13 and Section 61 and other applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The draft copy of the altered Memorandum of Association and other requisites documents shall be open for inspection as per the details provided in this Notice.

None of the Directors or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested (financially or otherwise), in the proposed resolution mentioned at Item No. 1 except to the extent of their shareholding in the Company.

By the Order of the Board For Coforge Limited

Place: Princeton, USA Date: March 04, 2025

Sd/Barkha Sharma Company Secretary ACS : 24060

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