Coforge Limited announced that its Board of Directors has approved an amendment to the Share Subscription and Share Purchase Agreement (SSPA) related to the acquisition of Encora US Holdco, Inc. and Encora Holdings Ltd. The amendment, dated January 28, 2026, revises terms concerning the investors' right to nominate two directors on Coforge's board. The fall-away threshold for nominating a director has been adjusted: if the investors' shareholding falls below 15%, they can appoint one director; if it falls below 10%, this right is removed. Additionally, the special right to appoint directors to board committees has been removed, and no changes to the company's Articles of Association are required. The Board also approved granting special rights and covenants to the investors, subject to shareholder approval, including lock-in restrictions and limitations on share transfers to competitors and strategic investors. A postal ballot notice will be issued to shareholders for their approval, with remote e-voting commencing on January 29, 2026, and concluding on February 27, 2026. The results are expected by March 1, 2026. The company confirmed that these amendments do not alter the control over Coforge Limited.
