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COFORGE LIMITED Declaration of Voting Results & Voting Rights Announcements 2021

Jul 30, 2021

61761_rns_2021-07-30_9963b48c-5f9d-442d-8d25-c8c4e84eb676.pdf

Declaration of Voting Results & Voting Rights Announcements

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July 30, 2021

The Manager, Department of Corporate Services BSE Limited Floor 25, P.J. Towers, Dalal Street, Mumbai – 400 001 BSE Scrip code – [532541] Non-Convertible Bond ISIN INE591G08012

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: Scrutinizer report and voting results of the 29 th Annual General Meeting of the Company as per Regulation 44(3) of the SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 & amendments thereto

Dear Sir,

Pursuant to Regulation 44(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, please find details of the Voting Results of the 29th Annual General Meeting of the Company held on Friday, July 30, 2021 at 09:00 A.M. (IST) through Video Conferencing (VC)/ Other Audio Visual Mode (OAVM) in compliance with the Ministry of Corporate Affairs vide circular dated April 08, 2020 and April 13, 2020, May 05, 2020 and January 13, 2021 (referred as 'MCA Circulars') and SEBI vide its Circular dated May 12, 2020 & January 15, 2021 and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

We are also enclosing the consolidated report of the Scrutinizer on remote e-voting prior and during the AGM. The above are also being uploaded on the Company's website www.coforgetech.com and on the website of National Securities Depository Limited www.evoting.nsdl.com.

S.No. Particulars of Business Nature of Business
1. To receive, consider and adopt:a.the Audited Financial Statements of the Company for the Financial Yearended March 31, 2021 including Balance Sheet as at March 31, 2021, theStatement of Profit and Loss for the year ended on that date, together withthe Reports of theBoard of Directors and Auditors thereon; andb.the Audited Consolidated Financial Statements of the Company for theFinancial Year ended March 31, 2021 including Balance Sheet as atMarch 31, 2021, the Statement of Profit and Loss for the year ended onthatdate, together with Report of the Auditors thereon; Ordinary
2. To confirm interim dividend aggregating to INR 13 per equity share ofthe face value of INR 10 each for the Financial Year ended March 31,2021. Ordinary
3. To appoint a Director in place of Mr. Kenneth Tuck Kuen Cheong (DIN:08449253) who retires by rotation and being eligible, offers himself forre-appointment. Ordinary
4. To appoint a Director in place of Mr. Patrick John Cordes(DIN:02599675) who retires by rotation and being eligible, offers himself forre-appointment Ordinary
5. Re-appointment of Mr. Basab Pradhan (DIN: 00892181) as IndependentDirector and as the Chairperson of the Board Special
6. To approve the profit related commission payable to Mr. Basab Pradhan(DIN: 00892181) as an Independent Director of the Company and asChairperson of the Board Special
7. To consider and approve raising of funds in one or more tranches byissuance of equity shares and/or depository receipts and/or other eligiblesecurities. Special

Please take note of the above and acknowledge the receipt.

Yours faithfully

For **Coforge Limited (**Erstwhile NIIT Technologies Limited)

LALIT KUMAR SHARMA Digitally signed by LALIT KUMAR SHARMA Date: 2021.07.30 18:58:59 +05'30'

Lalit Kumar Sharma Company Secretary & Legal Counsel

Encl as above:

Coforge Limited

(Erstwhile known as NIIT Technologies Limited) Special Economic Zone, Plot No. TZ-2 & 2A, Sector - Tech Zone, Greater Noida (UP) - 201308, India. Tel.: +91 120 4592 300, Fax: +91 120 4592 301 www.coforgetech.com Registered Office: 8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019, India. Tel.: +91 11 41029 297, Fax: +91 11 2641 4900 CIN: L72100DL1992PLC048753

NEW DELH

Report of Scrutinizer

[Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration Rules, 2014 as substituted by the Companies (Management and Administration) Amendment Rules, 2015, as amended from time to time and as per MCA General Circular No. 14/2020 dated 08.04.2020, Circular No. 17/2020 dated 13.04.2020 .Circular No 20/2020 dated 05.05.2020 and Circular No. 02/2021 dated 13.01.2021 as issued by MCA]

To,

The Chairman Coforge Limited (Erstwhile Known as NIIT Technologies Limited) 8, Balaji Estate, Third Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110019

Subject: Consolidated Report of Scrutinizer on voting through e-voting system and through remote e-voting

Dear Sir.

The Board of Directors of COFORGE LIMITED (Erstwhile Known as NIIT Technologies Limited (the "Company") appointed us, M/s. Nityanand Singh & Co., Company Secretaries, having its office at 14, Second Floor, Arjun Nagar, Safdarjung Enclave, New Delhi-110029 as the Scrutinizer pursuant to Section 108 of the Companies Act, 2013 ("the Act") read with rule 20 of the Companies (Management and Administration) Rules, 2014, as amended time to time, to conduct the remote e-voting and e-voting process in respect of the below mentioned resolutions proposed at the 29th Annual General Meeting ("AGM") of COFORGE LIMITED (Erstwhile known as NIIT Technologies Limited) on Friday, July 30, 2021 at 09:00 A.M. through VC / OAVM.

The notice dated July 06, 2021, as confirmed by the Company was sent to the shareholders in respect of the below mentioned resolutions passed at the AGM of the Company through electronic mode to those Members whose email addresses are registered with the Company/ Depositories, in compliance with the MCA Circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020 and Jan 13, 2021 (collectively referred to as "MCA Circulars") and SEBI Circular dated May 12, 2020 and 15th January 2021.

In view of the continuing COVID-19 pandemic and the restrictions imposed on the movement of people, the Ministry of Corporate Affairs ('MCA') vide above referred Circulars have permitted the members casted their votes electronically only.

The Company had availed the e-voting facility offered by National Securities Depository Limited ("NSDL") for conducting remote e-voting and e-voting by the Shareholders of the Company. ND SING

HO: 14, Second Floor, Ariun Nagar, Safdariung Enclave, New Delhi-110029| T: 011-26714706 260 BO: 73, GF, Amberhai Extension-I, Dwarka, Sector-19, New Delhi-110075| T: 011-42430736 E: [email protected] | [email protected] | W: www.nnsandco.com

The voting period for remote e-voting commenced on Tuesday, July 27, 2021 (09:00 a.m. IST) and ended on Thursday, July 29, 2021 (05:00 p.m. IST) and the remote e-voting module shall be disabled by NSDL for voting thereafter

The Company had also provided e-voting facility to the shareholders present at the AGM through VC / OAVM and who had not cast their vote earlier.

The shareholders of the Company holding shares as on the "cut-off" date of Friday, July 23, 2021 were entitled to vote on the resolutions as contained in the Notice of the AGM.

After the closure of e-voting at the AGM, the report on voting done at the AGM and the votes cast under remote e-voting facility prior to the AGM were unblocked and counted.

I have scrutinized and reviewed the remote e-voting prior and e-voting during the AGM and votes cast therein based on the data downloaded from the NSDL e-voting system.

The Management of the Company is responsible to ensure compliance with the requirements of the Act and rules relating to remote e-voting prior and e-voting during the AGM on the resolutions contained in the notice of the AGM.

After the Conclusion of the e-voting at the 29th Annual General Meeting, the votes cast by the members present through VC/OAVM at the 29th AGM through e-voting system and through remote e-voting facility were downloaded on July 30th, 2021 at around 11.06 A.M in the presence of two witness Mr Sunil Kumar R/o House No. 6 E- Block Qutub Vihar New Delhi 110071 and Mr. Ram Niwas R/o 16-A Gali No. 2 B- Block Qutub Vihar New Delhi 110071, who are not in the employment of the Company and have signed below in confirmation of the votes being unlocked in their presence.

ukumat

I now submit my consolidated Report as under on the result of the remote e-voting and e-voting in respect of the said resolutions.

1) Ordinary Resolution

To receive consider and adopt

  • a. the Audited Financial Statements of the Company for the financial year ended March 31, 2021, including Balance Sheet as at March 31, 2021, the statement of profit and loss for the year ended on that date together with the Reports of the Board of Directors and the Auditors thereon; and
  • b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021, including Balance Sheet as at March 31, 2021, the statement of profit and loss for the year ended on that date together with Reports of the Auditors thereon.

Summary of votes cast through remote e-voting and e-voting in favour and against the Ordinary Resolution is as under:

S.No. Particulars No. ofmemberswho castvalid votes Number of ValidVotes cast bythem % of Votescast to totalvalid votescast
Total number of votes cast infavour of the Resolution 552 50,078,443 99.4578
$\overline{2}$ number of votescastTotalagainst the Resolution 273,017 0.5422
Total 557 50351460 100

2) Ordinary Resolution

To confirm interim dividend aggregating to INR 13 per equity share of the face value of INR 10 each for the financial year ended March 31, 2021

Summary of votes cast through remote e-voting and e-voting in favour and against the Ordinary Resolution is as under:

S.No. Particulars No. ofmemberswho castvalid votes Number of ValidVotes cast bythem % of Votescast to totalvalid votescast
Total number of votes cast infavour of the Resolution 555 50,416,683 100
2 number ofcastvotesTotalagainst the Resolution Negligible
Total 556 50416694 100

3) Ordinary Resolution

To appoint a Director in place of Mr. Kenneth Tuck Kuen Cheong (DIN: 08449253) who retires by rotation and being eligible, offers himself for re-appointment.

Summary of votes cast through remote e-voting and e-voting in favour and against the Ordinary Resolution is as under:

S.No. Particulars No. ofmemberswho castvalid votes Number of ValidVotes cast bythem % of Votescast to totalvalid votescast
Total number of votes cast infavour of the Resolution 541 50,069,322 99.3252
2 number of votescastTotalagainst the Resolution 12 340,147 0.6748
Total 553 50409469 100

JD Str NEWDEL

4) Ordinary Resolution

To appoint a Director in place of Mr. Patrick John Cordes (DIN: 02599675) who retires by rotation and being eligible, offers himself for re-appointment.

Summary of votes cast through remote e-voting and e-voting in favour and against the Ordinary Resolution is as under:

S.No. Particulars No. ofmemberswho castvalid votes Number of ValidVotes cast bythem % of Votescast to totalvalid votescast
Total number of votes cast infavour of the Resolution 519 49,757,514 98.7069
2 castnumber of votesTotalagainst the Resolution 32 651,845 1.2931
Total 551 50,409,359 100

5) Special Resolution

Re-appointment of Mr. Basab Pradhan (DIN: 00892181) as Independent Director and as the Chairperson of the Board.

Summary of votes cast through remote e-voting and e-voting in favour and against the Special Resolution is as under:

S.No. Particulars No. ofmemberswho castvalid votes Number of ValidVotes cast bythem % of Votescast to totalvalid votescast
Total number of votes cast infavour of the Resolution 530 50,006,754 99.2011
2 castnumber of votesTotalagainst the Resolution 22 402,705 0.7989
Total 552 50,409,459 100

6) Special Resolution

To approve the profit related commission payable to Mr Basab Pradhan (DIN: 00892181) as an independent Director of the Company and as Chairperson of the Board.

Summary of votes cast through remote e-voting and e-voting in favour and against the Special Resolution is as under:

S.No. Particulars No. ofmemberswho castvalid votes Number of ValidVotes cast bythem % of Votescast to totalvalid votescast
Total number of votes cast infavour of the Resolution 381 45,498,748 90.2535
$\bigcap$ number of votescastTotalagainst the Resolution 172 4,913,430 9.7465
Total 553 50,412,178 100

7) Special Resolution

To consider and approve the raising of funds in one or more tranches, by issuance of depository receipts and/or equity shares and/or other eligible securities.

Summary of votes cast through remote e-voting and e-voting in favour and against the Special Resolution is as under:

S.No. Particulars No. ofmemberswho castvalid votes Number ofValid Votes castby them % of Votescast to totalvalid votescast
Total number of votes cast infavour of the Resolution 541 50,078,392 99.328
castnumber of votesTotalagainst the Resolution 14 338,790 0.672
Total 555 50,417,182 100

The voting results as per Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 are enclosed with this report as an Annexure I.

Thanking you, Yours truly

For Nityanand Singh & Co. (Company Secretaries)N

NEW DELHI Misn

Nityanand Singh (Prop.) C.P. No.: 2388 Membership No.: 2668 UDIN: F002668C000714775

Place: New Delhi Date: 30.07.2021

Coforge Limited (Erstwhile Known as NIIT Technologies Limited) Voting reults as per regulation 44(3) of SEBI (Listing Obligations and Disclosure requirements), 2015

Annexure-I

Date of AGM July 30, 2021
Total number of shareholders as on the Cut-Off date 75,444
No. of shareholders present in the meeting through video conferencing/other Audio Visual Means:
Promoters and Promoter Group:Public:

Resolution 1: To receive consider and adopt

a. the Audited Financial Statements of the Company for the financial year ended March 31, 2021, including Balance Sheet as at March 31, 2021, the statement of profit and loss for the year ended on that date together with the Reports of the Board of Directors and the Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021, including Balance Sheet as at March 31, 2021, the statement of profit and loss for the year ended on that date together with Reports of the Auditors thereon.

Resolution required :Ordinary ResolutionWhether Promoter/ Promoter Group interested in the agenda/ resolution : Promoter/ Promoter Group of the Company are not, in anyway concerned or interested, financially

or otherwise, in the resolution, except to the extent of their shareholding in the Company.
Category Mode of Voting No. of shares held No. of votes polled % of votes polledon outstandingshares No. of Votes-In favour No. of Votes-against favour on votes% of Votes inpolled % of Votes againston votes polled
$3=(2/1)*100$ $6=(4/2)*100$ $7 = (5/2)*100$
E-voting* 33,771,260 100.0000 33,771,260 100.0000
Poll 33,771,260
Promoter and Promoter Group Postal Ballot
Total ,771,26033, 33,771,260 100.0000 33,771,260 100.0000
E-voting* 16,560,881 79.3062 16,287,875 273,006 98.3515 1.6485
Poll ,882,19920,
Public-Institutional holders Postal Ballot
Total 882,19920 16,560,881 79.3062 16,287,875 273,006 98.3515 1.6485
E-voting* 19,319 0.3249 19,308 $\mathbf{1}$ 99.9431 0.0569
Poll ,945,890
Public-Others Postal Ballot
Total ,945,890 19,319 0.3249 19,308 11 99.9431 0.0569
Grand Total 60,599,349 50,351,460 83.0891 50,078,443 273,017 99.4578 0.5422

Resolution 2: To confirm interim dividend aggregating to INR 13 per equity share of the face value of INR 10 each for the financial year ended March 31, 2021Resolution required :Ordinary ResolutionWhether Promoter/ Promo

$\ddot{\cdot}$ $\overline{a}$

whether Promoter/ Promoter Group Interested in the agenda/ resolution: Promoter/ Promoter Group of the Company are not, in anyway concerned or interested, finantlyor otherwise, in the resolution, except to the extent of their shareholding in the Company.
Category Mode of Voting No. of shares held No. of votes polled % of votes No. of Votes- No. of Votes- % of Votes in % of Votes against
polled on In favour against favour on votes on votes polled
outstanding polled
shares
$3=(2/1)*100$ 4 $6 = (4/2)*100$ $7 = (5/2)*100$
E-voting* 33,771,260 100.0000 33,771,260 100.0000
Poll 33,771,260
Promoter and Promoter Group Postal Ballot
Total 33,771,260 33,771,260 100.0000 33,771,260 100.0000
E-voting* 16,626,383 79.6199 16,626,383 100.0000
Public-Institutional holders Poll 20,882,199
Postal Ballot
Total 20,882,199 16,626,383 79.6199 16,626,383 100.0000
E-voting* 19,051 0.3204 19,040 99.9423 0.0577
Public-Others Poll 5,945,890
Postal Ballot
Total 945,890 19,051 0.3204 19,040 $^{11}$ 99.9423 0.0577
Grand Total 60,599,349 50,416,694 83.1968 50,416,683 11 100.0000 0.0000

Resolution 3:To appoint a Director in place of Mr. Kenneth Tuck Kuen Cheong (DIN: 08449253) who retires by rotation and being eligible, offers himself for re-appointmentResolution required :Ordinary ResolutionWhether Pro

Mode of Voting No. of shares held No. of votes polled outstanding% of votespolled on No. of Votes-In favour No. of Votes-against votes polledin favour on% of Votes votes polled% of Votesagainst on
$3=(2/1)*100$ $6=(4/2)*100$ $7 = (5/2)*100$
$E-voting*$ 33,771,260 100.0000 33,771,260 100.0000
Poll 33,771,260
Postal Ballot
Total 33,771,260 33,771,260 100.0000 33,771,260 100.0000
E-voting* 16,619,193 79.5855 16,279,175 340,018 97.9541 2.0459
Poll 20,882,199
Postal Ballot
Total 20,882,199 16,619,193 79.5855 16,279,175 340,018 97.9541 2.0459
E-voting* 19,016 0.3198 18,887 129 99.3216 0.6784
Poll 5,945,890 ï
Postal Ballot
Total 5,945,890 19,016 0.3198 18,887 129 99.3216 0.6784
Grand Total 60,599,349 50,409,469 83.1848 50,069,322 340,147 99.3252 0.6748
or otherwise, in the resolution, except to the extent of their shareholding in the Company. shares where remoter remoter promoter with a spendight of the agencies of the spendight of the compact of the compact of the not, in anyway concerned or interested, induction, in anyway concerned or interestion, inductionly

Resolution 4:To appoint a Director in place of Mr. Patrick John Cordes (DIN: 02599675) who retires by rotation and being eligible, offers himself for re-appointment. Resolution required : Ordinary Resolution

hed or interested financially $\mathbf{r}$ not Whether Promoter/ Promoter Group interested in the agenda/ resolution: Promoter/ Promoter Group of the Com

http://www.chi.chi.chi.chi.chi.chi.chi.chi.chi.chior otherwise, in the resolution, except to the extent of their shareholding in the Company.
Category Mode of Voting ares heldNo. of sh No. of votes % of votes No. of Votes- No. of Votes- % of Votes in % of Votes
polled polled on In favour against favour on votes against on
outstanding polled votes polled
shares
$3=(2/1)*100$ d m $6 = (4/2) * 100$ $7 = (5/2)*100$
E-voting* 33,771,260 100.0000 33,771,260 100.0000
Poll 33,771,260
Promoter and Promoter Group Postal Ballot
Total 3,771,260 33,771,260 100.0000 33,771,260 100.0000
E-voting* 16,619,193 79.5855 15,967,473 651,720 96.0785 3.9215
Poll 0,882,199
Public-Institutional holders Postal Ballot
Total 0,882,199 16,619,193 79.5855 15,967,473 651,720 96.0785 3.9215
E-voting* 18,906 0.3180 18,781 125 99.3388 0.6612
Public-Others Poll 5,945,890
Postal Ballot
Total 5,945,890 18,906 0.3180 18,781 125 99.3388 0.6612
Grand Total 60,599,349 50,409,359 83.1847 49,757,514 651,845 98.7069 1.2931

Resolution 5:Re-appointment of Mr. Basab Pradhan (DIN: 00892181) as Independent Director and as the chairperson of the Board.

Resolution required :Special ResolutionWhether Promoter/ Promoter Group interested in the agenda/ resolution: Promoter/ Promoter Group of the Company are not, in anyway concerned or interested, financially

or otherwise, in the resolution, except to the extent of their shareholding in the Company. .$\ddot{\phantom{a}}$
Category Mode of Voting No.ofsh ares held No. of votes polled % of votes $\overline{a}$No. of Votes- No. of Votes- % of Votes in % of Votes
polled on favour against favour on votes against on
outstanding polled votes polled
shares
$3=(2/1)*100$ $6 = (4/2)*100$ $7 = (5/2)*100$
E-voting* 33,771,260 100.0000 33,771,260 100.0000
Poll 33,771,260
Promoter and Promoter Group Postal Ballot
Total 33,771,260 33,771,260 100.0000 33,771,260 100.0000
E-voting * 16,619,193 79.5855 16,216,630 402,563 97.5777 2.4223
Poll ,882,19920
Public-Institutional holders Postal Ballot
Total 882,19920 16,619,193 79.5855 16,216,630 402,563 97.5777 2.4223
E-voting* 19,006 0.3196 18,864 142 99.2529 0.7471
Public-Others Poll 5,945,890
Postal Ballot
Total ,945,890 19,006 0.3196 18,864 142 99.2529 0.7471
Grand Total 60,599,349 50,409,459 83.18 50,006,754 402,705 99.20 0.80

Resolution 6: To approve the profit related commission payable to Mr Basab Pradhan (DIN:00892181) as an independent Director of the Company and as Chairperson of the Board.

Resolution required :Special Resolution

Whether Promoter/ Promoter Group interested in the agenda/ resolution: Promoter/ Promoter Group of the Company are not, in anyway concerned or interested, financially

or otherwise, in the resolution, except to the extent of their shareholding in the Company.
Category Mode of Voting No. of shares held No. of votes polled % of votes No. of Votes- No. of Votes- % of Votes in % of Votes
polled on In favour against favour on against on votes
outstanding votes polled polled
shares
$3=(2/1)*100$ ٩ m $6 = (4/2)*100$ $7 = (5/2)*100$
E-voting* 33,771,260 100.0000 33,771,260 100.0000
Poll 33,771,260
Promoter and Promoter Group Postal Ballot
Total 33,771,260 33,771,260 100.0000 33,771,260 100.0000
E-voting* 16,622,007 79.5989 11,708,890 4,913,117 70.4421 29.5579
Poll 20,882,199
Public-Institutional holders Postal Ballot
Total 20,882,199 16,622,007 79.5989 11,708,890 4,913,117 70.4421 29.5579
E-voting* 18,911 0.3181 18,598 313 98.3449 1.6551
Public-Others Poll 5,945,890
Postal Ballot
Total 5,945,890 18,911 0.3181 18,598 313 98.3449 1.6551
Grand Total 60,599,349 50,412,178 83.1893 45,498,748 4,913,430 90.2535 9.7465

Resolution 7: To consider and approve the raising of funds in one or more tranches, by issuance of depository receipts and/or equity shares and/or other eligible securities. Resolution required :Special Resolution

Whether Promoter/ Promoter Group interested in the agenda/ resolution: Promoter/ Promoter Group of the Company are not, in anyway concerned or interested, financially

or otherwise, in the resolution, except to the extent of their sharehol Iding in the Company.
Category Mode of Voting of sharesNo.c No. of votes % of votes No. of Votes- No. of Votes- % of Votes in % of Votes
held polled polled on In favour against favour on against on votes
outstanding votes polled polled
shares
$3=(2/1)*100$ ٩ $6 = (4/2)*100$ $7 = (5/2)*100$
E-voting* 33,771,260 100.0000 33,771,260 100.0000
Poll 33,771,260
Promoter and Promoter Group Postal Ballot
Total 13,771,260 33,771,260 100.0000 33,771,260 100.0000
E-voting* 16,626,910 79.6224 16,288,402 338,508 97.9641 2.0359
Poll 20,882,199
Public-Institutional holders Postal Ballot
Total 20,882,199 16,626,910 79.6224 16,288,402 338,508 97.9641 2.0359
E-voting* 19,012 0.3198 18,730 282 98.5167 1.4833
Poll 5,945,890
Public-Others Postal Ballot
Total 5,945,890 19,012 0.3198 18,730 282 98.5167 1.4833
Grand Total 50,599,349 50,417,182 83.1976 50,078,392 338,790 99.3280 0.6720