Coforge’s Board has greenlit an amendment to its share subscription and purchase agreement related to the Encora acquisition. The amendment adjusts special rights for investors, including revised thresholds for nominating board members. The Board also approved the issuance of a postal ballot to seek shareholder approval for these special rights. Remote e-voting will commence on January 29, 2026, concluding on February 27, 2026.
Encora Acquisition: Amended Terms
The Board of Directors at Coforge has approved an amendment agreement linked to the Share Subscription and Share Purchase Agreement (SSPA) for the acquisition of Encora US Holdco, Inc. and Encora Holdings Ltd. This decision, made on January 28, 2026, includes revisions to the rights of key investors in the company.
Investor Rights and Board Nomination
Under the amended terms, the Investors now have revised fallaway thresholds to nominate board members. 5% to 10% of the share capital of the Company. If the aggregate Equity Shares held by the Investors in the Company fall below 15% of Share Capital of the Company, then the Investors shall be entitled to appoint only 1 (One) director on the Board and the right of the Investors to appoint the second director on the Board shall fall away. Previously the Board committees of the Company has been removed.
Shareholder Approval and E-Voting
Coforge will seek shareholder approval via postal ballot for the special rights and covenants tied to the SSPA. Remote e-voting is scheduled from January 29, 2026, to February 27, 2026, with results expected by March 1, 2026. The company has engaged National Securities Depository Limited (NSDL) to facilitate the remote e-voting process.
Source: BSE
