The board of Coforge at its meeting held on 26 December 2025 has approved the execution of a share subscription and share purchase agreement (SSPA) by the Company with Encora US Holdco, Inc. and Encora Holdings (Cayman) (Target Companies), Encora Holdco (UK) and AI Altius Parent (Cayman) (Investors), in relation to acquisition of the Target Companies' shares from the Investors (Proposed Acquisition), in a share swap arrangement with the Company, whereby 9,37,96,508 fully paid up equity shares of the Company having face value of Rs 2 each shall be created, issued, offered and allotted to the Investors at a price of Rs 1,815.91/- per equity share (which includes a premium of Rs 1813.91) (Issue Price), aggregating up to a consideration of Rs 17,032.60 crore, in accordance with the SSPA.

The board approved the issuance of equity shares of the Company on a preferential basis pursuant to a share swap arrangement.

The board also approved increase in authorised share capital from Rs 77 crore to Rs 102 crore.

Further, the board approved raising of funds by way of issuance of such number of equity shares having face value of Rs 2 each of the Company (equity shares) and / or other eligible securities or any combination thereof (hereinafter referred to as “Securities”), for an aggregate amount not exceeding USD 550 Mn or an equivalent amount thereof by way of qualified institutional placement (QIP) or other permissible modes in accordance with the applicable laws.

The Board considered and granted the approval for the increase in limits under section 186 of the Companies Act, 2013 for the purpose of:

(i) acquiring shares of the Target Companies pursuant to a share swap arrangement for a consideration of Rs 17,032.60 crore ; and

(ii) providing guarantees for a bridge loan of up to USD 550 Mn in a Company's overseas subsidiary (if required).