Date: July 28, 2026

Legal & Regulatory Update

The Company filed Company Appeal (AT) No. 243 of 2026 before the NCLAT, challenging the Order dated April 7, 2026, passed by the National Company Law Tribunal, New Delhi Bench ("NCLT"). The NCLT order had directed the convening of meetings of equity shareholders, secured creditors, and unsecured creditors of Info Edge (the Transferee Company) for approval of the Scheme.

The NCLAT, vide its Judgment dated July 16, 2026 (uploaded on its website on July 28, 2026), allowed the appeal. The appellate tribunal dispensed with the requirement to convene meetings of the equity shareholders, secured creditors, and unsecured creditors of Info Edge for approving the Scheme.

Scheme of Amalgamation Details

The Scheme involves the amalgamation of four wholly-owned subsidiaries into Info Edge (India) Limited:

  • Allcheckdeals India Private Limited (Transferor Company 1): Incorporated on August 1, 2008. Provides brokerage services in the real estate sector. Net worth as of March 31, 2025: ₹13,07,92,820.
  • Axilly Labs Private Limited (Transferor Company 2): Incorporated on November 26, 2015. Provides technical assessment services for recruitment and learning through its platform 'doselect.com'. Net worth as of March 31, 2025: ₹58,78,11,171.
  • Diphda Internet Services Limited (Transferor Company 3): Incorporated on June 13, 2018. Provides internet, computer, and electronic data processing services. Net worth as of March 31, 2025: ₹26,21,41,92,595.
  • Zwayam Digital Private Limited (Transferor Company 4): Incorporated on May 27, 2015. Provides SaaS-based sourcing, screening, and end-to-end recruitment solutions. Net worth as of March 31, 2025: ₹18,26,10,221.

The respective Boards of Directors of all companies approved the Scheme of Amalgamation through Board Resolutions dated February 5, 2025. The First Motion Application (C.A. (CAA) No. 62/ND/2025) was jointly filed before the NCLT on July 15, 2025.

Financial Position & Rationale

The Scheme does not contemplate issuance of any shares by Info Edge since all Transferor Companies are wholly-owned subsidiaries. No compromise or arrangement is proposed with the shareholders or creditors of Info Edge, and no variation in their rights or interests is envisaged.

The audited financial statements as of March 31, 2025, demonstrate strong financial positions:

  • Info Edge (Transferee Company) Net Worth: ₹2,77,01,31,45,853
  • The appellants contended that Info Edge's assets are more than sufficient to discharge all liabilities of the Transferor Companies, ensuring no prejudice to any stakeholder.

NCLAT Findings & Rationale

The NCLAT found that the NCLT's Impugned Order directed meetings for Info Edge's stakeholders without providing any reasons, despite recording material facts that supported dispensation.

Key legal determinations by the NCLAT:

  • The transferor companies are wholly-owned subsidiaries of Info Edge
  • No shares will be issued by Info Edge pursuant to the amalgamation
  • No arrangement or compromise is proposed with Info Edge's shareholders or creditors
  • Rights of Info Edge's shareholders and creditors will not be affected
  • Info Edge's substantial net worth safeguards all creditor interests

The NCLAT relied on several precedents, including:

  • Patel Engineering Limited & Ors. v. NCLT (Company Appeal (AT) No. 137 of 2021)
  • Ambuja Cements Limited (Company Appeal (AT) No. 19 of 2021)
  • Mahaamba Investments Limited vs IDI Limited (Bombay High Court)

The tribunal concluded that convening meetings for Info Edge's 1,93,534 equity shareholders, 3 secured creditors, and 37 unsecured creditors would impose substantial procedural, financial, and logistical burdens without conferring meaningful protection to stakeholders.

Outcome

The NCLAT allowed the appeal and set aside the NCLT order to the limited extent that it directed convening meetings of equity shareholders, secured creditors, and unsecured creditors of Info Edge (India) Limited. The requirement for these meetings stands dispensed with. The remaining parts of the NCLT order concerning the transferor companies were left undisturbed.