Outcome of Board meeting held on 27th December 2024
Board of Directors, at its meeting held today on December 27, 2024, has inter alia, approved the audited special purpose financial statements of the company for six months period ended September 30, 2024, and took note of audit report, for the purpose of Scheme of Amalgamation of Cigniti Technologies Limited ('Transferor
Company') with and into Coforge Limited ('Company' or 'Transferee Company') and their respective shareholders and creditors ('Scheme'). The above financial statements and audit report thereon are enclosed herewith.
Approval of the scheme of amalgamation of Cigniti Technologies Limited with and into the Coforge Limited and their respective shareholders and creditors
The Board approved the Scheme of Amalgamation of Cigniti Technologies Limited with and into Coforge Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder ('Scheme').
The Scheme inter alia provides for the amalgamation of the Transferor Company with and into the Company. The Scheme is subject to the receipt of necessary statutory and regulatory approvals, including approval of Stock Exchanges, Securities and Exchange Board of India, the respective shareholders and creditors of respective companies and jurisdictional bench of the National Company Law Tribunal.
Key Highlights of the Scheme:
As on the date of the approval of the Scheme by the Board, the Transferee Company holds 54% of the expanded share capital of the Company.
Pursuant to the proposed Scheme, equity shares of the Transferee Company shall be issued to the shareholders of the Company which would be listed on BSE Limited and National Stock Exchange of India Limited (collectively referred to as 'Stock Exchanges').
'1 (One) equity share of the Transferee Company of INR 10/- (Rupees Ten) each fully paid up for every 5 (Five) equity shares of the Transferor Company of INR 10/- (Rupees ten) each fully paid up' The above swap ratio has been decided as per the joint share exchange ratio report issued by PwC Business Consulting Services LLP and KPMG Valuation Services LLP, registered valuers appointed by the Transferee Company and the Transferor Company respectively, and fairness opinion issued by JM Financial Limited and Axis Capital Limited, SEBI registered merchant bankers appointed by the Transferee Company and the Transferor Company respectively.
The Scheme is subject to the receipt of necessary statutory and regulatory approvals, including approval of Stock Exchanges, Securities and Exchange Board of India, the respective shareholders and creditors of respective companies and jurisdictional bench of the National Company Law Tribunal.
Intimation for amendments to the Scheme of Amalgamation
Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended ('Listing Regulations') - Scheme of Amalgamation
This is in furtherance to the intimation dated December 27, 2024, wherein the Board of Directors ('Board') of the Company had approved the Scheme of Amalgamation of Cigniti Technologies Limited ('Transferor Company') with and into Coforge Limited ('Company' or 'Transferee Company') and their respective shareholders and creditors ('Scheme').
The Board of Directors of the Company today i.e. July 06, 2025 accorded its approval for
amendments to the Scheme of Amalgamation, subject to necessary approvals, to give effect to
the revised consideration (i.e., share exchange ratio) pursuant to the sub-division / split of existing equity shares of the Company.
The revised share exchange ratio for the Scheme is as follows:
'1 (One) equity share of the Transferee Company of INR 2/- (Rupees Two) each fully paid up for every 1 (One) equity shares of the Transferor Company of INR 10/- (Rupees Ten) each fully paid up'.
Please note that except for the revision to the share exchange ratio, all other terms and conditions of the Scheme, as approved earlier by the Board, shall remain same.
We request you to take note of the same.
(As Per BSE Announcement Dated on 06.07.2025) | Powered by Capital Market - Live News |
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