Coforge has officially completed its strategic acquisition of Encora US Holdco and Encora Holdings following a Board meeting on April 23, 2026. The transaction was executed through a comprehensive dual-component financing structure, combining debt and equity instruments to optimize the acquisition's financial impact.

Deal Structure and Financial Arrangements

The acquisition was financed through a carefully structured arrangement involving both debt and equity components:

The USD 550.00 million loan facility was secured from a consortium of lenders including JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., The Hongkong and Shanghai Banking Corporation Limited, and BNP Paribas. The loan carries a fixed interest rate of 4.60% per annum with a three-year tenor, and repayment is scheduled to commence six months after drawdown. The facility is secured through a first ranking pari passu charge over hypothecated assets, including current assets and movable fixed assets of Coforge Limited.

Equity Allotment and Capital Structure

The Board approved the allotment of 9,37,96,508 fully paid-up equity shares on a preferential basis to two entities:

Following this allotment, the issued, subscribed and paid-up capital of the company increased significantly:

The newly allotted shares rank pari passu with existing equity shares.

Target Company Investment Structure

Pursuant to the Share Subscription and Share Purchase Agreement, the Board approved subscription to securities of both target companies:

Board Appointments and Governance

On the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of two Additional Directors (Non-Executive Directors) effective April 23, 2026:

Both appointees are liable to retire by rotation and are subject to shareholder approval.

Second Amendment Agreement and Regulatory Compliance

The company entered into a Second Amendment Agreement to the Share Subscription and Share Purchase Agreement to clarify the timing and manner of funding Encora US Holdco, Inc. and Encora Holdings Limited. The amendment permits the company to structure the funding through equity investment in a form reasonably acceptable to the parties and updates the company's equity shareholding pattern in Encora Holdings Limited as of the Closing Date.

Integration Timeline and Strategic Benefits

Coforge has been actively working on integrating the acquired Encora entities for four months. The consolidation of Encora financials into Coforge will be effective May 1, 2026. Consequently, Coforge results will reflect eleven months of operational impact from Encora activities.

The integration activities related to Encora are progressing ahead of plan, with combined cost synergies on General and Administrative expenses expected to range between 20% to 25%. The firm anticipates significant positive impact on growth and margins based on integration activities undertaken over the past four months.

The acquisition is highly synergistic, with AI-led engineering, Data, and Cloud services alone projected to deliver US$2.00 billion revenue. The Hi-Tech and Healthcare industry verticals of Coforge are expected to reach material scale immediately post-acquisition. The combined entity will have forty-five US$10.00 million plus, highly-scalable client relationships.

The new US$2.50 billion firm, with a US$2.00 billion enterprise core of AI-led Engineering, Data and Cloud services, will reposition Coforge as a player with scaled-up nearshore delivery capability in Latin America (LATAM) and significantly expand the West and Mid-West US client footprint.

Coforge has unveiled its ambitious strategy to establish a significant footprint in the United States market through the development of major client relationships. The IT services company announced plans for its combined entity to build 45 highly scalable relationships, each worth more than $10 million, specifically targeting the US market.

Strategic Market Expansion

The announcement represents Coforge's focused approach toward strengthening its position in one of the world's largest IT services markets. The company's strategy emphasizes building substantial, long-term partnerships rather than pursuing numerous smaller engagements.

Value-Focused Partnership Model

The initiative demonstrates Coforge's commitment to developing high-value client relationships that can scale effectively over time. By focusing on relationships worth more than $10 million each, the company aims to establish deeper partnerships that provide sustainable revenue streams and long-term growth opportunities.

Combined Company Advantage

Coforge's approach leverages its combined company structure to deliver comprehensive services capable of supporting large-scale client requirements. This organizational framework positions the company to handle complex, multi-faceted projects that typically characterize high-value client relationships in the US market.

The strategic focus on scalable relationships indicates Coforge's intention to build partnerships that can expand and evolve with client needs, ensuring sustained value creation for both parties over extended periods.