Coforge Limited Board Approves USD 550 Million Loan Facility and Significant Share Allotments

Coforge Limited Board Approves USD 550 Million Loan Facility and Significant Share Allotments

Coforge Limited Board Approves USD 550 Million Loan Facility and Significant Share Allotments​

Coforge Limited announced major corporate developments following its Board of Directors meeting held on April 23, 2026. The company approved the availing of a substantial loan facility and executed key agreements related to its investments, including the infusion of funds into Encora US Holdco, Inc. and Encora Holdings Limited.

The Board also approved the creation of a charge over the company's properties to secure the massive financing package and saw the allotment of equity shares to key investors. Furthermore, the company announced the appointment of two additional non-executive directors.

Major Financing and Security Measures​

On April 23, 2026, the Board of Directors approved availing a loan facility of up to USD 550 million. This financing is proposed to be secured by a charge over certain assets of the Company.

In connection with the overall proposed transaction, the Board also approved the creation of a hypothecate, mortgage, pledge, and/or charge on all or any properties, both present and future, or the whole or substantially the whole of the undertaking(s) of the Company. This charge is intended to secure the due payment of the principal, interest, and all associated costs in respect of borrowings availed from lenders.

Under a separate agreement, the Company executed a Facilities Agreement with several major financial institutions, including JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., The Hongkong and Shanghai Banking Corporation Limited, and BNP Paribas. This agreement sanctions a secured loan for a tenor of 3 years, with a total size of USD 550 million. The facility is set to commence with repayment after six months of draw down.

Capital Structure Changes and Investor Funding​

The company is also finalizing the funding for its subsidiaries, Encora US Holdco, Inc., and Encora Holdings Limited. The Board approved the proposed subscription of securities totaling USD 550,000,000.

The proposed subscription details are as follows:

Target CompanyNumber of Shares Proposed to be SubscribedSubscription Amount
Encora US Holdco, Inc.3459.2 shares of common stockUSD 280,000,000
Encora Holdings Limited68,01,007.6 ordinary sharesUSD 270,000,000
TotalTotalUSD 550,000,000

Additionally, the Board approved the preferential allotment of 9,37,96,508 fully paid-up Equity Shares to Encora Holdco Limited and AI Altius Parent (Cayman) Limited, with a total consideration of INR 1,70,32,60,16,842.

The allotment structure and resulting changes in capital are detailed below:

Allottee NameNumber of Equity Shares AllottedIssue Price (in ₹)Total Consideration (in ₹)
Encora Holdco Limited3,68,96,6131,815.9167,00,09,28,513
AI Altius Parent (Cayman) Limited5,68,99,8951,815.911,03,32,50,88,329
Total9,37,96,5081,70,32,60,16,842

Following this allotment, the issued, subscribed, and paid-up capital of the Company will increase to 85,92,94,252, up from 67,17,01,236.

Agreements and Governance​

The Board also approved entering into a Second Amendment Agreement to the Share Subscription and Purchase Agreement (SSPA) with Coforge Limited, Encora US Holdco, Inc., Encora Holdings Limited, Encora Holdco Limited, and AI Altius Parent (Cayman) Limited. This agreement revises the terms, particularly regarding the timing and manner of funding the Target Companies.

In a corporate governance update, the Board approved the appointment of Shweta Jalan and Atin Hirachand Jain as Additional Directors and Non-Executive Directors, effective from April 23, 2026, subject to shareholder approval.

Director NameRoleBrief Profile
Shweta JalanAdditional Director (Non-Executive)Managing Partner at Advent Private Equity since 2009. Head of Asia for Advent.
Atin Hirachand JainAdditional Director (Non-Executive)Director at Advent Private Equity with fifteen years of experience. Covers Technology investments across US and India.

COFORGE Stock Price Movement​

Shares of Coforge Limited slipped by 4.24% on Wednesday, settling at ₹1235.8 in trading. The stock saw high volatility throughout the session, trading 6.29 million shares and marking a low of ₹1208.2.
 

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