Coforge Limited has announced the results of its postal ballot concluded on January 25, 2026, revealing mixed outcomes for the five resolutions put before shareholders. While four resolutions received overwhelming support, one critical resolution failed to meet the required threshold, potentially impacting the company's Encora acquisition plans.

Voting Results Overview

The postal ballot, conducted through remote e-voting from December 27, 2025, to January 25, 2026, saw significant shareholder participation with 80.17% of outstanding shares casting votes. Out of the total 33,48,96,619 shares, approximately 26.84 crore shares participated in the voting process across the five resolutions.

Successful Resolutions

Four resolutions received exceptional shareholder support, each garnering over 95% approval:

Resolution 1 - Authorized Share Capital Increase: This ordinary resolution passed with 99.32% votes in favor, receiving support from 26,66,61,099 votes out of 26,84,82,426 total votes cast.

Resolution 2 - Preferential Share Issuance: The special resolution for equity share issuance through share swap arrangement secured 95.57% approval, with 25,65,60,699 votes supporting the proposal.

Resolution 4 - Investment Limit Enhancement: Shareholders approved the enhancement of existing investment limits under Section 186 of the Companies Act, 2013, with 95.95% votes in favor totaling 25,74,30,928 votes.

Resolution 5 - Capital Raising through QIP: The resolution for raising capital through Qualified Institutional Placement received 95.90% approval, with 25,74,71,180 votes supporting the initiative.

Failed Resolution

The critical setback came with Resolution 3, which sought approval for granting special rights and covenants pursuant to the SSPA and adoption of amended Articles of Association. This special resolution received only 68.84% votes in favor (18,48,34,765 votes), falling short of the required 75% threshold for special resolutions.

Company's Response and Next Steps

Coforge management has acknowledged the mixed results and indicated their commitment to moving forward with the Encora acquisition despite the setback. The company stated it is "engaging with relevant stakeholders to evaluate the way forward in relation to this resolution" while proceeding "in parallel with all other regulatory and closing-related requirements for Encora acquisition."

Voting Process Details

The postal ballot process was conducted in compliance with regulatory requirements, with the cut-off date set as December 19, 2025. The remote e-voting facility was provided by National Securities Depository Limited (NSDL), and the process was monitored by appointed scrutinizer Nityanand Singh of M/s. Nityanand Singh & Co., Company Secretaries.

The voting results demonstrate strong shareholder confidence in the company's strategic initiatives, with the exception of the special rights provision that requires further stakeholder engagement for resolution.

Coforge executed a significant block trade on the National Stock Exchange (NSE), marking substantial institutional activity in the IT services sector. The transaction represents one of the notable block deals in the technology space, highlighting continued investor interest in the company's shares.

Transaction Details

The block trade involved a considerable volume of shares with specific pricing parameters that reflect current market conditions for the stock.

Market Implications

Block trades of this magnitude typically involve institutional investors, mutual funds, or other large market participants making strategic portfolio decisions. Such transactions are executed outside the regular market to avoid impacting the stock's price through large volume trades.

The pricing of ₹1653.00 per share for this transaction provides insight into the institutional valuation of Coforge shares. Block deals often serve as indicators of institutional sentiment and can influence market perception of the stock's fair value.

About Block Trades

Block trades represent pre-negotiated transactions between large investors that are reported to the exchange after execution. These deals allow for significant stake transfers without creating volatility in the regular trading sessions, making them an important mechanism for institutional portfolio management.