Coforge Files Final NCLT Petition for Cigniti Merger

Introduction

Coforge Limited has taken a decisive step towards completing its merger with Cigniti Technologies Limited by filing its Second Motion Petition with the National Company Law Tribunal (NCLT). This move signals the final phase of the regulatory approval process for the scheme of amalgamation, which began with initial disclosures in late 2024. The petition formally requests the tribunal's final sanction, building on unanimous approvals received from creditors late last year.

The Final Regulatory Hurdle

The filing of the Second Motion Petition is a critical procedural step following the successful convening of shareholder and creditor meetings. It consolidates all prior approvals and resolutions, presenting a comprehensive case to the NCLT for the final legal sanction of the merger. This stage involves a final review by the tribunal to ensure all statutory requirements under the Companies Act, 2013, have been met and that the scheme is fair to all stakeholders involved. The successful conclusion of this petition will legally dissolve Cigniti Technologies as a separate entity and integrate its operations, assets, and liabilities into Coforge.

Unanimous Creditor Approval

A significant milestone was achieved on December 6, 2025, when Coforge secured unanimous approval for the amalgamation from its creditors. The meetings, held via video conference as directed by the NCLT's Chandigarh Bench, resulted in 100% approval from both secured and unsecured creditors. This overwhelming support was crucial for advancing the merger proposal to its final stage.

During the meetings, all five participating secured creditors, representing a total debt of ₹382.07 crore, voted in favor of the scheme. Similarly, all 24 participating unsecured creditors, representing a debt of ₹240.80 crore, also cast their votes in unanimous support. The results, verified by an independent scrutinizer, demonstrated strong confidence from the financial stakeholders in the strategic rationale of the merger.

The Path to Amalgamation

The journey to this final stage began with the initial announcement of the proposed merger on December 27, 2024. The process gained momentum when the NCLT, through an order dated October 17, 2025, granted Coforge permission to convene the necessary meetings of its equity shareholders and creditors. This order was a prerequisite for seeking stakeholder consensus on the proposed scheme.

Following the NCLT's directive, notices were published in national newspapers on November 6, 2025, officially informing all stakeholders of the upcoming meetings. The company also facilitated a remote e-voting window from December 3 to December 5, 2025, to ensure maximum participation.

Strategic Rationale and Synergies

The amalgamation is designed to create a more robust and competitive entity in the IT services landscape. The primary objective is to leverage synergies between Coforge's IT solutions and Cigniti's expertise in AI-led digital assurance and quality engineering. The appointed date for the merger has been set as April 1, 2025.

Key benefits expected from the integration include:

• Accelerated Growth: The combined entity aims to create scaled-up industry verticals, particularly in Retail, Technology, and Healthcare.
• Enhanced Service Portfolio: A broader range of services will allow for a more comprehensive approach to meeting client needs for digital transformation.
• Operational Efficiency: The merger is expected to streamline corporate structures, pool resources, and reduce administrative and compliance-related costs.
• Improved Financials: The integration is anticipated to lead to better working capital management and more efficient use of cash flows for future growth initiatives.

Key Merger Details

Stakeholder Financials Overview

The table below outlines the creditor positions of both companies as presented during the NCLT proceedings.

Market Outlook

The successful amalgamation is poised to strengthen Coforge's market position, particularly in the United States, and establish it as a preferred partner for complex digital transformation projects. By integrating Cigniti's specialized skills, Coforge can offer end-to-end solutions that combine development with high-end quality assurance. This move is reflective of a broader industry trend toward consolidation, where companies seek to build scale and acquire niche capabilities to compete more effectively.

Conclusion

With the filing of the Second Motion Petition, Coforge and Cigniti are on the verge of completing their planned amalgamation. Having secured the crucial approval of creditors and diligently followed the regulatory pathway, the final decision now rests with the NCLT. A favorable ruling will pave the way for the integration of the two companies, creating a stronger, more diversified IT services provider ready to capitalize on new market opportunities.