NCLT Sanctions Coforge-Cigniti Merger: $2.50B AI-Native Engineering Entity Created
The National Company Law Tribunal (NCLT) Chandigarh Bench has sanctioned the amalgamation of Cigniti Technologies Limited with and into Coforge Limited, creating a $2.50 billion AI-native engineering services leader. The merger, approved with overwhelming shareholder support ranging from 99.95% to 100% across all stakeholder classes, operates under a 1:1 share exchange ratio and establishes April 01, 2025, as the appointed date. The tribunal's comprehensive order mandates transfer of all assets, liabilities, and obligations, with Coforge assuming all tax liabilities and regulatory compliance requirements.
*this image is generated using AI for illustrative purposes only.
The National Company Law Tribunal (NCLT) Chandigarh Bench has officially sanctioned the scheme of amalgamation between Coforge Limited and Cigniti Technologies Limited, creating a $2.50 billion AI-native engineering services leader. The tribunal's order, delivered on April 29, 2026, establishes April 01, 2025, as the appointed date for the merger, with the scheme becoming effective upon completion of all regulatory formalities.
Overwhelming Shareholder Approval
The merger received exceptional support from all stakeholder classes across both companies. The voting results demonstrate strong confidence in the strategic combination:
| Stakeholder Class | Company | Voting Details | Approval Rate |
|---|---|---|---|
| Equity Shareholders | Cigniti Technologies | 153 in favor, 3 against | 99.95% by value |
| Equity Shareholders | Coforge Limited | 1,004 in favor, 3 against | 100% by value |
| Unsecured Creditors | Cigniti Technologies | 13 voters (all in favor) | 100% |
| Secured Creditors | Coforge Limited | 5 voters (all in favor) | 100% |
| Unsecured Creditors | Coforge Limited | 24 voters (all in favor) | 100% |
No objections were received from any stakeholder during the approval process, reflecting unanimous confidence in the merger's strategic value.
Share Exchange and Financial Structure
The merger operates under a 1:1 share exchange ratio, where Cigniti shareholders will receive one equity share of Coforge (INR 2 face value) for every one equity share of Cigniti Technologies (INR 10 face value). This ratio was mathematically adjusted from the original 1:5 ratio following Coforge's stock split on March 04, 2025, which subdivided each INR 10 share into five INR 2 shares.
The valuation was conducted by registered valuers PwC Business Consulting Services LLP and KPMG Valuation Services LLP, with fairness opinions provided by JM Financial Limited and Axis Capital Limited confirming the exchange ratio's appropriateness.
Regulatory Compliance and Implementation
The NCLT order mandates comprehensive transfer of all assets, liabilities, and obligations from Cigniti to Coforge, effective from the appointed date. All employees of Cigniti will become Coforge employees without service interruption and on terms no less favorable than their current arrangements.
The tribunal has directed Coforge to complete necessary regulatory filings within specified timeframes, including submissions to the Registrar of Companies in e-Form INC-28 within 30 days and stock exchange notifications for listing the new equity shares. The merger received clearances from all regulatory authorities, including SEBI, BSE, and NSE, with no adverse observations reported.
Tax Liabilities and Statutory Commitments
Coforge has committed to assume all tax liabilities of Cigniti Technologies, whether pending, completed, or likely to arise. The Income Tax Department had raised objections regarding outstanding tax demands aggregating to Rs. 28,63,99,207 against Cigniti and Rs. 3,04,77,45,392 against Coforge. The tribunal's order explicitly preserves the rights of the Income Tax Department to determine tax implications independently, including applicability of General Anti-Avoidance Rules (GAAR).
Strategic Market Positioning
The combined entity creates a $2.50 billion firm with a $2.00 billion enterprise core focused exclusively on AI-led Engineering, Data and Cloud services. This merger strategically positions Coforge to leverage Cigniti's established relationships and expand its healthcare business while strengthening its presence in the Midwest and Western regions of the United States.
Historical Stock Returns for Coforge
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -0.67% | -3.23% | +4.47% | -33.47% | -20.11% | +110.20% |
How will Coforge's expanded $2.50 billion scale position it to compete against larger global IT services providers like Accenture and TCS in the AI-native engineering space?
What additional acquisitions might Coforge pursue to further strengthen its testing and quality assurance capabilities beyond the Cigniti integration?
Will the dramatic EBITDA margin improvement from 11% to 19% be sustainable as Coforge scales the integrated operations globally?
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