Coforge-Cigniti Merger: Creditors Approve, Final NCLT Nod Awaited

Introduction

Coforge Limited has reached a critical milestone in its proposed merger with Cigniti Technologies Limited, securing unanimous approval from both its secured and unsecured creditors. Following this decisive vote, the company has filed its Second Motion Petition with the National Company Law Tribunal (NCLT), signaling that the amalgamation process is entering its final stages. This development follows a series of regulatory steps that began with the initial announcement in late 2024.

Unanimous Creditor Backing

In meetings convened on December 6, 2025, under the direction of the NCLT's Chandigarh Bench, Coforge's creditors showed overwhelming support for the merger. The meetings, held via video conference, resulted in a 100% vote in favor of the scheme of amalgamation. All five participating secured creditors, representing a total debt of ₹382.07 crore, approved the resolution. Similarly, all 24 participating unsecured creditors, representing a debt of ₹240.80 crore, voted unanimously in favor. The absence of any invalid votes underscores the strong consensus among the creditors regarding the strategic value of integrating Cigniti Technologies.

The Path to Amalgamation

The journey toward this merger has been methodical, marked by key regulatory approvals over the past year. The process was formally initiated with a disclosure on December 27, 2024. By July 18, 2025, Coforge had received 'no adverse observation' letters from both the BSE and NSE, a prerequisite for seeking NCLT approval. The company officially filed its application with the NCLT on August 7, 2025. A significant step was taken on October 17, 2025, when the NCLT issued an order permitting Coforge and Cigniti to convene meetings with their respective stakeholders to vote on the proposal. This led to the successful creditor meetings in December and the subsequent filing of the Second Motion Petition.

NCLT's Oversight and Directives

The NCLT has played a central role in guiding the merger process to ensure compliance and fairness. The October 17, 2025, order was pivotal, as it laid out the framework for stakeholder consultation. The tribunal appointed Mr. LN Gupta as the Chairperson and Advocate Yashraj Singh as the Scrutinizer for the meetings to ensure transparency. The order mandated meetings for equity shareholders and unsecured creditors of both companies, as well as for the secured creditors of Coforge. Cigniti Technologies was not required to hold a meeting for secured creditors as it had none.

Stakeholder Snapshot

As of July 18, 2025, the stakeholder landscape for both companies was clearly defined, providing context for the required approvals.

This data highlights the scale of the stakeholder groups whose approval was necessary to move the merger forward.

Strategic Rationale for the Merger

The amalgamation is designed to create a more robust and competitive entity in the IT services sector. The primary objective is to leverage synergies in AI-led assurance and digital transformation solutions. The combined entity aims to accelerate growth by creating scaled-up verticals in high-demand sectors like Retail, Technology, and Healthcare. Further benefits include enhancing the customer approach with a broader service portfolio, streamlining the corporate structure to reduce administrative duplication, and improving overall operational efficiency. The merger is also expected to lead to better working capital and cash flow management, positioning the new entity for sustained growth.

Next Steps and Market Implications

With creditor approval secured, the final hurdle is the NCLT's approval of the Second Motion Petition. This petition consolidates the results of the stakeholder meetings and requests the tribunal to sanction the scheme of amalgamation. The appointed date for the merger has been set as April 1, 2025, meaning the financial and operational integration will be effective from that date once all approvals are in place. The successful progression of the merger is being closely watched by investors and the broader IT industry, as it represents a significant consolidation aimed at strengthening market position and enhancing digital service capabilities.

Conclusion

Coforge's successful creditor vote and the filing of its final petition with the NCLT mark the culmination of a year-long regulatory process. The unanimous support from creditors validates the strategic vision behind the merger with Cigniti Technologies. The focus now shifts entirely to the NCLT, which will review the filings and deliver its final verdict on the scheme of amalgamation, potentially creating a new powerhouse in the digital transformation landscape.