NCLT Bengaluru Clears First Motion In Jigsaw Academy-Unext Learning Merger

The National Company Law Tribunal (NCLT) at Bengaluru has allowed the first motion application in the proposed amalgamation of Jigsaw Academy Education Private Limited with Unext Learning Private Limited.

A bench of Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada was dealing with the first motion application filed by the companies in relation to the proposed scheme of amalgamation.

The companies stated that their respective boards approved the Scheme of Amalgamation on March 5, 2026.

Jigsaw Academy sought dispensation of meetings of its equity shareholders and unsecured creditors while seeking directions to convene meetings of the equity shareholders and unsecured creditors of Unext Learning, as well as the secured creditors of both companies.

The companies further stated that the scheme did not envisage any corporate debt restructuring or reduction of capital, and that no investigations, litigations, or legal proceedings were pending against them under the Companies Act.

Upon the scheme becoming effective, and in consideration for the proposed amalgamation, Unext Learning would issue consideration to Jigsaw Academy's members, including 10 equity shares for every 1,426 equity shares held in Jigsaw Academy.

After hearing the parties and perusing the records, the Tribunal said, “Since all the prescribed legal parameters have been met, the Company Application C.A. (CAA) No.07/BB/2026 is allowed.”

The Bench directed meetings of the secured creditors of both companies, as well as the equity shareholders and unsecured creditors of Unext Learning, to be convened on June 15, 2026.

The Tribunal also directed publication of notices in Business Standard and Udayavani, and permitted the companies to move the second motion petition after complying with statutory requirements.

Accordingly, the application was allowed.

For Applicants: Saji P John