Coforge Limited has issued a comprehensive postal ballot notice seeking shareholder approval for significant capital restructuring initiatives and fundraising measures. The IT services company has outlined five key resolutions that require shareholder consent through remote e-voting.

Disclosure Correction for Preferential Issue

Coforge has issued an important correction to its earlier Board Meeting outcome disclosure regarding the preferential share allotment. The correction specifically addresses Part 4 of Annexure C under the "Preferential Issue of Equity Shares" section, revising post-merger shareholding details for strategic investors.

The company clarified that all other details regarding the preferential allotment remain unchanged, with the correction focusing solely on post-merger shareholding calculations.

Major Preferential Share Allotment

The centerpiece of the postal ballot involves a substantial preferential share issuance worth ₹1,703.26 crores. The company proposes to allot equity shares to two strategic investors through a share swap arrangement.

The issue price has been determined at ₹1,815.91 per equity share, including a premium of ₹1,813.91, based on SEBI ICDR Regulations pricing formula. This represents the highest of the 90-day volume weighted average price (₹1,761.97), 10-day volume weighted average price (₹1,815.91), and independent valuation report price (₹1,815.91).

Capital Structure Enhancement

Coforge seeks approval for increasing its authorized share capital and consequent alteration to the capital clause of the Memorandum of Association. The company also proposes to enhance existing investment limits under Section 186 of the Companies Act, 2013, expanding its strategic investment capabilities.

Qualified Institutional Placement Authorization

The postal ballot includes authorization for raising capital through Qualified Institutional Placement (QIP) or other permitted means up to USD 550 million. This fundraising initiative will target eligible investors including qualified institutional buyers, foreign portfolio investors, mutual funds, insurance companies, and pension funds.

Voting Timeline and Process

The company has established a comprehensive e-voting framework for shareholder participation. Remote e-voting will commence at 09:00 AM IST and conclude at 05:00 PM IST, with results to be declared by the specified timeline.

Coforge has engaged National Securities Depository Limited (NSDL) for providing remote e-voting facilities. Shareholders holding securities in demat mode with NSDL or CDSL can access the voting platform through their respective depository participant portals.

Coforge Limited's Board of Directors has formally approved the execution of definitive agreements to acquire Encora, an AI-native technology services firm, for an enterprise value of $2.35 billion. The board meeting held on December 26, 2025, authorized the comprehensive transaction structure that positions the combined entity as a $2.50 billion technology services powerhouse.

Board Approval and Transaction Authorization

The board has authorized the execution of a Share Subscription and Share Purchase Agreement (SSPA) with Encora US Holdco, Inc. and Encora Holdings Ltd. (Cayman) as target companies, along with investors Encora Holdco Ltd. (UK) and AI Altius Parent (Cayman) Limited. The transaction involves creating and issuing 9,37,96,508 fully paid-up equity shares at ₹1,815.91 per share.

Comprehensive Funding and Capital Structure

The acquisition will be funded through an all-stock deal structure where sellers, including Advent International and Warburg Pincus, will roll over their investments without receiving cash consideration. The board has also approved raising up to $550 million through Qualified Institutional Placement (QIP) or other permissible means to retire existing term loans in Encora.

Strategic AI-Led Engineering Vision

Encora brings AI-native capabilities through its AIVA composable agentic AI platform, operating at the convergence of AI, Cloud, and Data services. The firm's Silicon Valley origins and deep partnerships with AWS, Microsoft, Google, and Snowflake position it as a transformative addition to Coforge's portfolio. With 3,100+ SMEs in LATAM serving US clients, Encora significantly expands Coforge's nearshore delivery capabilities.

Revenue Projections and Market Expansion

The combined entity is projected to generate $2.00 billion revenue from AI-led engineering, Data, and Cloud services alone. The acquisition immediately scales Coforge's Hi-Tech and Healthcare verticals to $170+ million run-rate businesses each, while expanding the company's West and Mid-West US client footprint significantly.

Regulatory Approvals and Timeline

The transaction requires multiple regulatory approvals including from the Reserve Bank of India for financial commitments exceeding $1 billion, Hart-Scott-Rodino Act clearance in the US, and antitrust approvals in Australia. Additional FDI approvals are required in Romania and Spain, with completion expected within 4-6 months subject to all conditions precedent.

Corporate Governance and Special Rights

The board has approved amendments to the company's Articles of Association to accommodate special rights for investors, including appointment of two nominee directors and committee representations. The investors will receive rights to appoint nominees on the audit committee and nomination and remuneration committee, subject to specified thresholds and lock-in restrictions.

Authorized Share Capital Enhancement

To accommodate the transaction requirements, the board has approved increasing the authorized share capital from ₹77 crores to ₹102 crores by creating an additional 12.50 crore equity shares. This enhancement requires shareholder approval through postal ballot, with the notice to be submitted to stock exchanges in due course.

The transaction represents a defining moment for Coforge, establishing scaled AI-led engineering capabilities that complement the company's hyperspecialized industry expertise and execution intensity. The formal board approval on December 26, 2025, marks a significant milestone in creating a technology services powerhouse positioned to capitalize on the AI-driven enterprise transformation.