NCLT Bengaluru Approves India1 Payments' Share Capital Reduction To Facilitate ₹69.99 Cr. Investor Exit

The National Company Law Tribunal at Bengaluru has approved the reduction of share capital of India1 Payments Limited, involving cancellation of 45,16,129 equity shares held by IDBI Trusteeship Company Limited, trustee for India Advantage Fund S3 I, for an aggregate consideration of ₹69.99 crores.

A coram of Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada passed the order. The Bench held:

“In the circumstances, it is hereby ordered that the reduction of share capital of the Petitioner Company under Section 66 of the Companies Act, 2013 is hereby confirmed by approving the Minutes of EGM dated 10.09.2025.”

The company had proposed to cancel the shares at ₹155 per share to provide a partial exit to the investor, which was under liquidation. The investor sought an exit to avoid penal action by SEBI for non-compliance with regulations governing winding up of the fund.

The company's shareholders had unanimously approved the proposal through a special resolution.

The Regional Director and Registrar of Companies, however, raised concerns including the proposed use of the Securities Premium Account, the selective nature of the reduction, protection of creditors and the valuation of the shares. The company subsequently filed replies and compliance affidavits addressing the concerns raised by the statutory authorities.

After perusing the documents on record, the Tribunal observed:

“Since the Capital reduction is being undertaken in compliance to the directions of SEBI and the same is being met out of the excess funds available, we deem it proper to accept the proposal.”

The Tribunal noted that the proposed reduction of the company's paid-up share capital was in accordance with Section 66 of the Companies Act, 2013.

The Bench further observed that the petitioner had complied with the requirements under Sections 66(1), 66(2) and 66(3) of the Companies Act. It accordingly confirmed the reduction of share capital under Section 66 by approving the minutes of the Extraordinary General Meeting held on September 10, 2025.

The Tribunal directed the company to file Form INC-28 with the Registrar of Companies within 30 days and publish the confirmation order in Business Standard and Vishwavani newspapers.

For Petitioner: Ganapati Bhat, PCS

For ROC/RD: R.J Reddy

For I.T Department: Ganesh Ghale