Coforge Secures BSE and NSE Clearance for Merger with Cigniti Technologies
By Shishta Dutta | Updated at: Jan 9, 2026 01:51 PM IST
New Delhi, July 18, 2025 – Coforge Limited (NSE: COFORGE | BSE: 532541) received key regulatory approvals from BSE and NSE for its proposed Scheme of Amalgamation with Cigniti Technologies Limited. The BSE had issued a “no adverse observations” letter, and the NSE forwarded a “no objection” letter to the companies, enabling them to proceed with seeking clearance from the National Company Law Tribunal (NCLT).
With this clearance, the companies can complete the integration with Cigniti, which is a formal and legal process. The Amalgamation was previously cleared by the Competition Commission of India (CCI), and it now follows that the Cigniti shareholders will receive a specific share swap ratio in Coforge.
Coforge Limited Share Price Performance
Coforge shares declined slightly today. On Friday, July 18, 2025, Coforge’s shares were trading at ₹1,859.80, down 0.29% compared to the previous close of ₹1,865.30. The shares opened at ₹1,890.00 and have ranged between ₹1,856.00 and ₹1,893.40 during the day, with a market capitalization of ₹ 62,310 crore.
Regulatory Overview
The merger, filed under Sections 230-232 of the Companies Act, 2013, involves the transfer of all liabilities and operations of Cigniti Technologies (Transferor Company) into Coforge Limited (Transferee Company). The observation letters were granted on July 18, 2025, and remain valid for six months for submission to the NCLT.
Key Conditions from BSE and NSE
Both exchanges laid out extensive compliance and disclosure requirements before shareholder and tribunal approval can be sought:
| Requirement | Directive |
|---|---|
| Disclosure of Legal Proceedings | All ongoing adjudications, prosecutions, and enforcement actions must be disclosed before NCLT and shareholders. |
| Updated Disclosures | Any information submitted post-filing must be published on the websites of both companies and exchanges. |
| SEBI Circular Compliance | All SEBI guidelines and master circulars must be complied with. |
| Liability Transfer | All liabilities of Cigniti must be transferred and vested in Coforge. |
| Abridged Prospectus Format | Disclosures for unlisted companies involved must comply with Part E, Schedule VI of the ICDR Regulations, 2018. |
Additionally, the financials forming part of the scheme must not be older than six months, and the proposed equity shares must be issued only in demat form.
Disclosures Required in Shareholder Notice
As per SEBI’s guidance, Coforge and Cigniti must include the following in the explanatory statement or resolution notice to shareholders:
| Disclosure Item | Details |
|---|---|
| Merger rationale & synergies | Strategic benefits and impact on shareholders |
| Valuation Reports | Registered valuer’s method & merchant banker’s fairness opinion |
| Share Swap Ratio | Basis and computation method |
| Shareholding pattern | Pre and post-merger, with rationale for changes |
| Financials | Revenue, PAT, and EBITDA for last 3 years |
| Asset transfer | Asset/liability transfer and post-merger balance sheet |
| Risks & Benefits | Full risk-benefit analysis of the amalgamation |
| Accounting method | As certified by statutory auditor |
| Impact on Promoters/Public | Growth potential and structural implications |
What’s Ahead
Coforge will now approach the Hon’ble National Company Law Tribunal (NCLT) for the final nod. Both stock exchanges have emphasized that the grant of observation letters does not equate to scheme approval or verification of financial soundness.
Coforge is required to submit a compliance status report on the NSE’s NEAPS portal, tracking adherence to each condition mentioned in the observation letters.
About Coforge
Coforge Limited is a publicly listed IT services and solutions provider, known for its domain-intensive services in areas such as travel, insurance, and BFSI. The company has a strong global presence and is listed on both the NSE and BSE.
This merger, once completed, is expected to significantly strengthen Coforge’s capabilities in digital assurance and expand its global footprint, particularly in the independent software testing space, where Cigniti currently holds a dominant position.
REF: https://nsearchives.nseindia.com/corporate/COFORGE_18072025163529_Intimation.pdf
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