NCLT Bengaluru Approves Fintech Firms Khosla Labs-Novopay Solutions Scheme Of Amalgamation

On 9 April, the Bengaluru Bench of the National Company Law Tribunal (NCLT) approved the merger of Khosla Labs Private Limited with Novopay Solutions Pvt Ltd, holding that the scheme met all statutory requirements and that no objections were received from regulatory authorities.

A Bench comprising Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada sanctioned the scheme of amalgamation under the Companies Act, 2013, observing:

“Accordingly, the Scheme of Amalgamation as annexed at Annexure-13 in respect of the Petitioner Companies is hereby approved with the appointed date being 01.04.2024 and it is directed that the Scheme is binding on all the directors' shareholders and creditors of the Petitioner Companies.”

The petition seeking approval of the merger was filed on 5 December 2025, with Khosla Labs acting as the transferor company and Novopay as the transferee company.

The first motion was allowed on 18 September 2025, during which the Tribunal dispensed with meetings of several classes of shareholders and creditors, while directing that the equity shareholders' meeting of Novopay be convened. The shareholders subsequently approved the scheme on 29 October 2025.

The companies issued notices to statutory authorities on 14 November 2025 and published public notices in newspapers on 27 November 2025. No objections were received from any stakeholders or regulators.

The appointed date for the merger was fixed as 1 April 2024. The scheme provided for the transfer of all assets, liabilities, and employees of Khosla Labs to Novopay, ensuring continuity of service and protection of employee interests. It also stipulated issuance of 0.2623 equity shares of Novopay for each share held in Khosla Labs.

The Tribunal noted that regulatory authorities, including the Registrar of Companies, Regional Director, Official Liquidator, and Income Tax Department, either raised no objections or expressed satisfaction with the explanations and undertakings submitted by the companies.

Accordingly, the NCLT sanctioned the scheme and directed that a certified copy of the order be filed with the Registrar of Companies within 30 days.

For Petitioner: Advocate R. Inbaraju

For Income Tax Department; Advocate Ganesh Ghale